Common use of Buyer’s Assumption of Abandonment Obligations Clause in Contracts

Buyer’s Assumption of Abandonment Obligations. As additional consideration for the sale and transfer of the Assets, Buyer shall assume and shall timely and fully satisfy all Abandonment Obligations (as defined below) associated with the Assets. As used herein, the term “Abandonment Obligations” shall mean and include all obligations associated with, and liability for, (i) the plugging and abandonment of all xxxxx, either active or inactive, (including, but not limited to, the Xxxxx) situated on or in any of the Leases, Units or Land; (ii) the removal of structures, facilities, foundations, wellheads, tanks, pipelines, flowlines, pumps, compressors, separators, heater treaters, valves, fittings and equipment and machinery of any nature and all materials contained therein, located on or used in connection with the Assets; (iii) the clearance, restoration and remediation of the lands, groundwater and waterbottoms covered or burdened by the Leases, Contracts, Units and Land; and (iv) the removal, remediation and abatement of any petroleum material, any contamination or pollution (including, without limitation, spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping or disposing of any chemical substance, pollutant, contaminant, toxic substance, radioactive material, hazardous substance, naturally occurring radioactive material (“NORM”), waste, saltwater, crude oil, or petroleum product) of the surface (including surface water), air, or any vessel, piping, equipment, tubing or subsurface strata associated with the Assets, all in accordance with or as required by applicable agreements, implied or express, including without limitation, leases, unit agreements and operating agreements, or by law, regulation, order, permit, judgment or decree. Buyer shall protect, indemnify, hold harmless and defend Seller and the Seller Parties (as defined in Section 3.3.6) against any and all Claims, whether based on any theory of liability, including, but not limited to, tort, breach of contract (express or implied), breach of warranty (express or implied), strict liability, regulatory liability, or statutory liability, regardless of the sole, joint or concurrent negligence, strict liability, regulatory liability, statutory liability, breach of contract, breach of warranty, or other fault or responsibility of Seller or any other person or party, whether arising from, resulting from or related to Buyer’s failure to timely and fully satisfy the Abandonment Obligations as set forth in this Agreement or as may be imposed by any applicable statutes, laws, rules, regulations, or orders. Buyer further agrees to take whatever actions are necessary to protect Seller from being subjected to any such Claims, including, but not limited to, removal, remediation and restoration, and will comply with reasonable requests by Seller that Buyer take such actions.

Buyer’s Assumption of Abandonment Obligations. As additional consideration for the sale and transfer of the Assets, and notwithstanding anything else to the contrary herein, specifically including Section 3.3.6, effective as of Closing, Buyer shall assume and shall timely and fully satisfy all the Abandonment Obligations (as defined below) associated with the Assets. As used herein, the term “Abandonment Obligations” shall mean and include all obligations associated with, with and liability for, for (i) the plugging and abandonment of all xxxxx, either active or inactive, (including, including but not limited toto the Xxxxx situated on, the Xxxxx) situated on associated with, or in affecting any of the Leases, Units or Land; (ii) the removal of structures, facilities, foundations, wellheads, tanks, pipelines, flowlines, pumps, compressors, separators, heater treaters, valves, fittings and equipment and machinery of any nature and all materials contained therein, located on or used in connection with the Assets; (iii) the clearance, restoration and and/or remediation of the lands, groundwater and waterbottoms lands covered or burdened by the Leases, Contracts, Units and Land; and (iv) the removal, remediation and abatement of any petroleum material, any contamination or pollution (including, without limitation, spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping or disposing of any chemical substance, pollutant, contaminant, toxic substance, radioactive material, hazardous substance, naturally occurring radioactive material (“NORM”), waste, saltwater, crude oil, or petroleum product) of the surface (including surface water), air, or any vessel, piping, equipment, tubing or subsurface strata associated with the Assets, all in accordance with or as required by applicable agreements, implied or express, including without limitation, leases, unit agreements and operating agreements, or by law, regulation, order, permit, judgment or decree. From and after Closing, Buyer shall protect, indemnify, hold harmless and defend Seller Seller, its affiliates, and the Seller Parties (as defined in Section 3.3.6) its/their officers, directors, employees and agents, against any and all Claims, whether based on any theory of liability, including, but not limited to, tort, breach of contract (express or implied), breach of warranty (express or implied), strict liability, regulatory liability, or statutory liability, regardless of the sole, joint or concurrent negligence, strict liability, regulatory liability, statutory liability, breach of contract, breach of warranty, or other fault or responsibility of Seller or any other person or party, whether arising from, resulting from or related to Buyer’s failure to timely and fully satisfy the Abandonment Obligations as set forth in this Agreement or as may be imposed by any applicable statutes, laws, rules, regulations, or ordersObligations. Buyer further agrees from and after Closing to take whatever actions that are necessary to protect Seller from being subjected to any such Claims, including, including but not limited to, removal, to remediation and restorationrestoration as and when required by Law, and will comply with reasonable requests by Seller that Buyer take such actionsaction. Buyer shall cause all future conveyances, assignments or transfers of the Assets to specifically reference and describe Buyer’s obligations to Seller set forth in this Section 3.3.2, and Buyer shall cause all transferees of the Assets to expressly acknowledge and assume said obligations jointly and in solido with Buyer with respect to the portion of the Assets acquired by any such transferee. Notwithstanding anything in this Section 3.3.2 to the contrary, nothing herein shall limit Buyer’s rights under Section 3.3.7 with respect to a breach of representation and warranty in Section 6.1.4.

Buyer’s Assumption of Abandonment Obligations. As additional consideration for the sale and transfer of the Assets, Buyer shall assume and shall timely and fully satisfy all Abandonment Obligations (as defined below) associated with the Assets, except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 8.3, 8.4, 8.6, 10.1 and 14.4.3. As used herein, the term “Abandonment Obligations” shall mean and include all obligations associated with, and liability for, (i) the plugging and abandonment of all xxxxxwxxxx, either active or inactive, (including, but not limited to, the XxxxxWxxxx) situated on or in any of the Leases, Units or LandUnits; (ii) the removal of structures, facilities, foundations, wellheads, tanks, pipelines, flowlines, pumps, compressors, separators, heater treaters, valves, fittings fittings, and equipment and machinery of any nature and all materials contained therein, located on or used in connection with the Assets; (iii) the clearance, restoration and remediation of the lands, groundwater and waterbottoms covered or burdened by the Leases, Contracts, Units and LandUnits; and (iv) the removal, remediation and abatement of any petroleum material, any contamination or pollution (including, without limitation, spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping or disposing of any chemical substance, pollutant, contaminant, toxic substance, radioactive material, hazardous substance, naturally occurring radioactive material (“NORM”), waste, saltwater, crude oil, or petroleum product) of the surface (including surface water), air, or any vessel, piping, equipment, tubing or subsurface strata associated with the Assets, all in accordance with or as required by applicable agreements, implied or express, including without limitation, leases, unit agreements and operating agreements, or by law, regulation, order, permit, judgment or decree. Except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 8.3, 8.4, 8.6, 10.1 and 14.4.3, Buyer shall protect, indemnify, hold harmless and defend Seller and the Seller Parties (as defined in Section 3.3.6) against any and all Claims, whether based on any theory of liability, including, but not limited to, tort, breach of contract (express or implied), breach of warranty (express or implied), strict liability, regulatory liability, or statutory liability, regardless of the sole, joint or concurrent negligence, strict liability, regulatory liability, statutory liability, breach of contract, breach of warranty, or other fault or responsibility of Seller or any other person or party, whether arising from, resulting from or related to Buyer’s failure to timely and fully satisfy the Abandonment Obligations as set forth in this Agreement or as may be imposed by any applicable statutes, laws, rules, regulations, or orders. Buyer further agrees to take whatever actions are necessary to protect Seller from being subjected to any such Claims, including, but not limited to, removal, remediation and restoration, and will comply with reasonable requests by Seller that Buyer take such actions.

Buyer’s Assumption of Abandonment Obligations. As additional consideration for the sale and transfer of the Assets, Buyer shall assume and shall timely and fully satisfy all Abandonment Obligations (as defined below) associated with the Assets, except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 8.3, 8.4, 8.6, 10.1 and 14.4.3. As used herein, the term “Abandonment Obligations” shall mean and include all obligations associated with, and liability for, (i) the plugging and abandonment of all xxxxx, either active or inactive, (including, but not limited to, the Xxxxx) situated on or in any of the Leases, Units or LandUnits; (ii) the removal of structures, facilities, foundations, wellheads, tanks, pipelines, flowlines, pumps, compressors, separators, heater treaters, valves, fittings fittings, and equipment and machinery of any nature and all materials contained therein, located on or used in connection with the Assets; (iii) the clearance, restoration and remediation of the lands, groundwater and waterbottoms covered or burdened by the Leases, Contracts, Units and LandUnits; and (iv) the removal, remediation and abatement of any petroleum material, any contamination or pollution (including, without limitation, spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping or disposing of any chemical substance, pollutant, contaminant, toxic substance, radioactive material, hazardous substance, naturally occurring radioactive material (“NORM”), waste, saltwater, crude oil, or petroleum product) of the surface (including surface water), air, or any vessel, piping, equipment, tubing or subsurface strata associated with the Assets, all in accordance with or as required by applicable agreements, implied or express, including without limitation, leases, unit agreements and operating agreements, or by law, regulation, order, permit, judgment or decree. Except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 8.3, 8.4, 8.6, 10.1 and 14.4.3, Buyer shall protect, indemnify, hold harmless and defend Seller and the Seller Parties (as defined in Section 3.3.6) against any and all Claims, whether based on any theory of liability, including, but not limited to, tort, breach of contract (express or implied), breach of warranty (express or implied), strict liability, regulatory liability, or statutory liability, regardless of the sole, joint or concurrent negligence, strict liability, regulatory liability, statutory liability, breach of contract, breach of warranty, or other fault or responsibility of Seller or any other person or party, whether arising from, resulting from or related to Buyer’s failure to timely and fully satisfy the Abandonment Obligations as set forth in this Agreement or as may be imposed by any applicable statutes, laws, rules, regulations, or orders. Buyer further agrees to take whatever actions are necessary to protect Seller from being subjected to any such Claims, including, but not limited to, removal, remediation and restoration, and will comply with reasonable requests by Seller that Buyer take such actions.