Common use of Buyer’s Assumption of Liabilities and Obligations Clause in Contracts

Buyer’s Assumption of Liabilities and Obligations. Without affecting Buyer’s rights under Articles 4 and 5 with respect to remedies for Title Defects and Environmental Defects, upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all of the following claims, costs, expenses, liabilities and obligations (collectively, the “Obligations”) accruing or relating to the (a) ownership, use or 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 (allocated in accordance with Article 9) made with respect to the Assets; and (b) the Environmental Liabilities ((a) and (b), collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the following: (a) the payment or improper payment by Seller of royalties accruing under the Leases prior to the Effective Time with respect to Assets that Seller serves as the operator; (b) any obligations, duties and liabilities that (i) do not primarily relate to or primarily arise out of, the Assets (other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement), (ii) that are attributable to periods prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement or (iii) relate to any pre-Effective Time Property Expenses allocated to Seller under other provisions of this Agreement; (c) any obligations, duties and liabilities of Seller primarily relating to or arising from each of the Excluded Assets; (d) any obligations, duties and liabilities relating to the matters set forth on Schedule 6.5; and (e) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller ((a) through (e), collectively, the “Retained Liabilities”).

Buyer’s Assumption of Liabilities and Obligations. Without affecting Buyer’s rights under Articles 4 and 5 with respect to remedies for Title Defects and Environmental Defects, upon Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all of the following claims, costs, expenses, liabilities and obligations (collectively, the “Obligations”) accruing or relating to the (a) ownership, use or 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 (allocated in accordance with Article 9) made with respect to the Assets; and (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, ((aii) litigation listed on Schedule 6.6, and (b)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”). Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the following: (a) the payment or improper payment by Seller of royalties accruing under the Leases prior to the Effective Time with respect to Assets that Seller serves as the operator; (b) any obligations, duties and liabilities that (i) do not primarily relate to or primarily arise out of, the Assets (other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement), (ii) that are attributable to periods prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement or (iii) relate to any pre-Effective Time Property Expenses allocated to Seller under other provisions of this Agreement; (c) any obligations, duties and liabilities of Seller primarily relating to or arising from each of the Excluded Assets; (d) any obligations, duties and liabilities relating to the matters set forth on Schedule 6.5; and (e) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller ((a) through (e), collectively, the “Retained Liabilities”).

Buyer’s Assumption of Liabilities and Obligations. Without affecting Buyer’s rights under Articles 4 and 5 with respect to remedies for Title Defects and Environmental Defects, upon Upon Closing, except for matters for which Buyer shall is entitled to indemnification from Seller pursuant to Section 8.4a, Buyer agrees to assume and pay, perform, fulfill and discharge (i) all obligations of Seller to the extent same relate to the ownership and operation of the following Assets after the Effective Time, all claims, costs, expenses, liabilities and obligations accruing or relating to the Assets, the Material Agreements, the ownership, development, exploration, operation or maintenance of the Assets or the production, transportation and marketing of Hydrocarbons from the Assets, including, without limitation, the payment of Property Expenses, the payment of Taxes, and the payment of royalties and overriding royalties and of production or proceeds to forced pooled interest owners in each case attributable to production from the Leases; (ii) Buyer’s Plugging and Abandonment Obligations; (iii) all obligations of Seller relating to claims, costs, expenses, liabilities and obligations (collectivelyincluding any civil fines, penalties, costs of assessment, clean-up, removal and remediation of pollution or contamination, and expenses for the “Obligations”modification, repair or replacement of facilities on the Lands) accruing brought or relating assessed by any and all Persons and any agency or other body of federal, state or local government on account of any personal injury, illness or death, any damage to, destruction or loss of property, and any contamination or pollution of natural resources (including soil, air, surface water or groundwater) to the (a) ownership, use extent any of the foregoing directly or operation indirectly is caused by or otherwise involves any environmental condition of the Assets or Lands, whether created or arising before, at, or after the Effective Time, including the presence, disposal or release of any material (whether hazardous, extremely hazardous, toxic or otherwise) of any kind in, on or under the Assets or the Lands (the “Assumed Environmental Liabilities”); (iv) Imbalances with respect to the Assets attributable to production after the Effective Time including owning, developing, exploring, operating and (v) any other obligation or maintaining liability assumed by 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 (allocated in accordance with Article 9) made with respect Buyer pursuant to the Assets; and provisions of this Agreement (b) the Environmental Liabilities ((a) and (b), collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the following: (a) the payment or improper payment by Seller of royalties accruing under the Leases prior to the Effective Time with respect to Assets that Seller serves as the operator; (b) any obligations, duties and liabilities that (i) do not primarily relate to or primarily arise out of, the Assets (other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement), (ii) that are attributable to periods prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement or (iii) relate to any pre-Effective Time Property Expenses allocated to Seller under other provisions of this Agreement; (c) any obligations, duties and liabilities of Seller primarily relating to or arising from each of the Excluded Assets; (d) any obligations, duties and liabilities relating to the matters set forth on Schedule 6.5; and (e) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller ((a) through (e), collectively, the “Retained Liabilities”).

Buyer’s Assumption of Liabilities and Obligations. Without affecting Buyer’s rights under Articles 4 Upon Closing and 5 with respect subject to remedies the provisions of Sections 5.3(c), 13.3, 14.3 and 14.4, and except for Title Defects and Environmental Defects, upon ClosingRetained Liabilities, Buyer shall agrees to assume and pay, perform, fulfill and discharge of all of the following claims, costs, expenses, liabilities and obligations (collectively, the “Obligations”) accruing or relating to (i) the Assets, (aii) ownershipthe Material Agreements, use or operation of (iii) the Assets after Assumed Environmental Liabilities, (iv) the Effective Time including owning, developing, exploring, operating or maintaining of the Assets or the producingtransporting, transporting processing and marketing of Hydrocarbons from hydrocarbons through the AssetsAssets including, without limitation, Capital Projects listed on Exhibit E, the payment of Property Expensesobligation to remove or decommission the Gathering Systems and the Ft. Xxxxxx Plant, the make-up and balancing as well as any associated reclamation obligations for overproduction of gas from the Xxxxxrelated thereto, and all liability for royalty and overriding royalty payments and Production Taxes (allocated v) obligations incurred by Seller in accordance with Article 9) made with respect to the Assets; and normal course of business (b) the Environmental Liabilities ((a) and (b), collectively, the “Assumed Liabilities”); provided, however, for purposes of clarification and avoidance of doubt, Buyer shall assume the obligation to remove or decommission the Gathering Systems and the Ft. Xxxxxx Plant, as well as any associated reclamation obligations related thereto (collectively “Decommissioning Obligations”) irrespective of whether the obligation or requirement to perform, fulfill and/or discharge Decommissioning Obligations arose before or after the Closing Date. Notwithstanding the foregoing, and subject to the Assumed Liabilities shall provisions of Sections 4.1, 5.3(a)-(c), 13.3, 14.3 and 14.4, Buyer does not include assume and will not be obligated for any of the following: following liabilities or obligations (acollectively, the “Excluded Liabilities”): (u) any liabilities or obligations of Seller to the extent related to any Excluded Assets, (v) all obligations and liabilities for the payment of Property Expenses and Taxes related to the Assets that are attributable to the period of time before the Effective Date, (w) any liabilities or improper payment obligations of Seller for any breach or default by Seller of royalties accruing under the Leases a Material Agreement prior to the Effective Time Date, or any event prior to the Effective Date (except as otherwise provided herein), (x) any liabilities or obligations arising from any violation of Law by Seller prior to the Effective Date (except with respect to Assets that Seller serves as the operator; (b) any obligations, duties and liabilities that (i) do not primarily relate to or primarily arise out of, the Assets (other than liability for costs and expenses allocated to Buyer under other provisions of this AgreementAssumed Liabilities), (iiy) that are attributable to periods any liabilities or obligations arising from any lawsuit arising from an incident which occurred prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) other than liability for costs and expenses allocated to Buyer under other provisions of this Agreement Date, or (iii) relate to any pre-Effective Time Property Expenses allocated to Seller under other provisions of this Agreement; (cz) any obligationscriminal fines or penalties imposed by a governmental entity resulting either from an investigation or proceeding before a governmental entity regarding events, duties and liabilities of facts, circumstances, or acts which occurred or failed to occur prior to the Effective Date or resulting from fraud or intentional misconduct by Seller primarily relating prior to or arising from each the Effective Date. The Excluded Liabilities set forth in subparagraph (w) above shall become Assumed Liabilities at the end of the Excluded Assets; (d) any obligations, duties and liabilities relating to the matters period set forth on Schedule 6.5; and (e) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller ((a) through (e), collectively, the “Retained Liabilities”in Section 14.4(c).