Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations relating to the ownership or operation of the Assets (including those arising under environmental laws) other than the Retained Liabilities (the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations (“Obligations”) accruing or relating to the (a) ownership and operation of the Assets after the Effective Time including owning, developing, exploring, operating or maintaining the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets, the payment of Property Expenses, the make-up and balancing obligations for overproduction of gas from the Xxxxx, and all liability for royalty and overriding royalty payments and Production Taxes made with respect to the Assets; (b) the Buyer’s Environmental Liabilities; and (c) all Obligations accruing or relating to the ownership or operation of the Assets before the Effective Time, including Seller’s Environmental Liabilities, for which Claims have not been asserted pursuant to Section 14.4 before the end of the Survival Period, expressly provided that the Buyer will not assume (and the Assumed Liabilities expressly exclude) any of the Seller’s (i) Environmental Liabilities arising before the Closing Date pertaining to the undivided interest of any Assets retained by Seller, (ii) litigation listed on Schedule 6.6, and (iii) any liabilities for the contracts listed on Schedule 6.17, or any obligation of Seller with respect to hedging contracts affecting the Assets (collectively, the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Without limiting Buyer’s rights to indemnity under this Article XI, from and after Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and liabilities, known or unknown, with respect to the Assets regardless of whether such obligations or liabilities arose prior to, on or after Closing (all of said obligations and liabilities, the “Assumed Obligations”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, and except for Retained Liabilities and subject to Section 14.5, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets, including, without limitation (i) the payment of royalties, overriding royalties and Taxes attributable to the period of time at or after the Effective Time; (ii) the Assumed Environmental Liabilities whether arising before or after the Effective Time; (iii) the Contracts (iv) any injury, death, casualty, tortious action or inaction occurring on or attributable to the Assets at or after the Closing Date, (v) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, (vi) the Property Expenses attributable to the period of time at or after the Effective Time; (vii) the obligation to plug and abandon all Xxxxx and reclaim all well sites located on the Lands regardless of when the obligations arose; (viii) the make-up and balancing obligations for gas from the Xxxxx regardless of when the imbalance occurred; (ix) any Losses relating to or resulting from the matter listed as No. 2 in Schedule 6.5, but only to the extent attributable to operations during the period on or after the Closing Date; and (ix) any Permitted Encumbrances (collectively, the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall be responsible for and Buyer shall assume and pay, perform, fulfill and discharge any and all Claims (as defined below) arising from the following (collectively the “Assumed Liabilities”):
(a) the ownership and operation of the Seller Property after the Effective Time, including, without limitation, Claims related to (i) the owning, developing, exploring, operating and maintaining of the Lands and Leases, (ii) producing, transporting and marketing of Hydrocarbons from the Lands, including, without limitation, the payment of royalties, overriding royalties and other burdens on production attributable to the Subject Interest, (iii) injury or death of any person or persons whomsoever, (iv) damages to or loss of any property or resources, (v) common law causes of action such as negligence, gross negligence, strict liability, nuisance or trespass, (vi) contractual obligations or liabilities arising under any agreements to which Buyer is a party pertaining to the Seller Property or (vii) fault imposed by statute, rule, regulation or otherwise ;
(b) the obligation to plug and abandon all xxxxx drilled by Buyer on the Lands and reclaim all well sites associated with xxxxx drilled by Buyer on the Lands; and
(c) the violation of any Environmental Laws, relating to or arising out of the ownership or operation of the Seller Property, or any part thereof, pertaining to the period of time prior to, on or after the Effective Time.
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, and except for Retained Liabilities, Buyer shall assume and pay, perform, fulfill and discharge to the extent and only to the extent of the Subject Interests all claims, costs, expenses, liabilities and obligations (“Obligations”), relating to (a) the ownership of the Subject Interests on and after the Effective Time including the owning, developing, or maintaining the Subject Interests or the producing, and marketing of Hydrocarbons from the Subject Interests, including the payment of Property Expenses; (b) the obligation to pay for its applicable share to plug and abandon all Xxxxx and reclaim all Well sites; (c) the obligation to restore, remove and/or reclaim all Equipment included in the Subject Interests; and (d) the Buyer’s Environmental Liabilities (collectively, the “Assumed Liabilities”). Notwithstanding anything to the contrary in this Agreement, there shall be no duplication among the Assumed Liabilities, increases to the Purchase Price and Buyer’s obligation to indemnify Seller.
Buyer’s Assumption of Liabilities and Obligations. Except to the extent covered by Seller’s indemnification of Buyer under Section 15.3(a), upon Closing, Buyer shall assume and pay, perform, fulfill and discharge: (a) all claims, costs, expenses, liabilities, obligations and other Losses (other than the Assumed Environmental Liabilities) accruing or relating to the ownership or operation of the Assets before, on or after the Effective Time, including the owning, developing, exploring, operating and maintaining of the Assets and the producing, transporting and marketing of Hydrocarbons from the Assets, including all obligations of liabilities arising under the Material Agreements, the payment of Property Expenses, the make-up and balancing obligations for overproduction of gas from the xxxxx (subject to adjustments to the Base Purchase Price set forth in Section 2.7(c)), and all liability for Royalties and similar payments, with respect to the Assets, (b) any Suspense Accounts as provided in Section 13.4, (c) Buyer’s Plugging and Abandonment Obligations, and (d) the Assumed Environmental Liabilities (collectively, the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all duties, claims, costs, expenses, liabilities and obligations (the “Liabilities”) accruing or relating to (i) the owning, operating or maintaining of the Assets to the extent such Liabilities relate to periods on or after the Effective Time, including without limitation the Post-Closing Environmental Liabilities (the “Buyer’s Liabilities”) and (ii) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement (together, the “Assumed Liabilities”).
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations relating to the ownership or operation of the Assets (including those arising under environmental laws and all plugging and abandonment obligations) attributable to periods on or after the Effective Time (the “Assumed Liabilities”). Sellers stipulate that no surface locations, drilling or production operations have been initiated on the Assets by Sellers.
Buyer’s Assumption of Liabilities and Obligations. Upon Closing, and except for Retained Liabilities and subject to Section 14.3, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the owning and developing of the Assets for the periods after the Closing, including, without limitation, (i) all obligations and liabilities under the Material Agreements, (ii) the obligation to plug and abandon all xxxxx located on the Lands and reclaim all well sites located on the Lands regardless of when the obligations arose, and (iii) the make-up and balancing obligations for gas from the Xxxxx, (collectively, the “Assumed Liabilities”). The JOA shall be the document describing the procedure of sharing costs associated with the subject properties including acquisitions, development, drilling completion and operation of the properties.
