Buyer’s Assumption of Obligations. Except as otherwise expressly provided in this Agreement, Buyer agrees to assume and shall timely perform and discharge all duties and obligations of Sellers insofar as the same relate to or arise out of Sellers' interest in the Properties relating to the period of time after the Closing, including, without limitation, all duties and obligations of Sellers under all the Material Contracts (the "Assumed Obligations"), and Buyer shall indemnify and hold Sellers harmless from and against any and all liabilities of whatsoever nature arising out of Buyer's failure to properly perform or discharge the Assumed Obligations, except to the extent the same relate to the breach of any representation or warranty of Sellers as set forth in and limited by this Agreement, or the breach of, or failure to perform or satisfy any covenant of Sellers set forth in this Agreement. Buyer agrees to accept full responsibility for Sellers' proportionate share of the costs and expenses associated with or attributable to the plugging and abandonment of all wells, and the removal of all equipment, platforms and facilities xxxveyed to Buyer under this Agreement and the remediation, restoration and cleanup of the Properties. In conducting the duties and obligations contained in this Section12.4, Buyer shall comply with the applicable Laws of all governmental entities and tribal authorities having appropriate jurisdiction. Buyer shall not assume(i) any duties, obligations or liabilities with respect to or relating to any matter disclosed under, or that should have been disclosed, under Exhibit G and(ii) any obligation of Sellers to pay or discharge any refunds, including interest and penalties, if any, that may be imposed by any governmental authority arising from the sale of Hydrocarbons and operation of the Properties prior to the Effective Time.
Buyer’s Assumption of Obligations. If Closing occurs, and subject only to Seller’s indemnities in Articles 5.2, 8.2, 8.3 and 8.6, and except for other matters that are Seller’s or its Affiliate’s express obligations under this Agreement, Buyer hereby assumes, shall pay and shall timely perform and discharge all of Seller’s duties and obligations associated with the Properties arising prior to, on or after the Closing (including any and all contractual duties and obligations arising therefrom) (collectively, the “Assumed Obligations”), and in fulfilling these obligations, Buyer shall comply with all Laws.
Buyer’s Assumption of Obligations. 16.1.1 Subject to Closing occurring, and further subject to the Sellers indemnification provisions of Section 16.4, Buyer hereby assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations and liabilities of the Sellers, known or unknown, with respect to the Assets, insofar as the same arise on or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, together with (a) those liabilities and obligations described in Section 16.1.2 below and (b) following the expiration of Sellers’ indemnity obligations as set forth in Section 16.4, any and all duties and obligations or claims which would fall under Sections 16.4(i) through (v), inclusive, whether arising before, on or after the Effective Time (collectively, the “Assumed Obligations”). The Assumed Obligations include, without limitation, the payment and/or performance of all taxes, leasehold and equipment rentals and release payments, royalties, excess royalties, in-lieu royalties, overriding royalty interests, production payments, net profit obligations, carried working interests and any other matters with which the Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time. Subject to the Sellers indemnification provisions of Section 16.4:
Buyer’s Assumption of Obligations. 16.1.1 Subject to the Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.4, and unless expressly provided for otherwise hereunder, Buyer hereby assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations and liabilities of the Seller, known or unknown, with respect to the Assets, insofar as the same arise on or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, together with, following the expiration of Seller’s indemnity obligations as set forth in Section 16.4, any and all duties and obligations or claims which would fall under Sections 16.4(i) through (vii), inclusive, whether arising before, on or after the Effective Time REGARDLESS OF WHETHER ANY OF SUCH OBLIGATIONS, LIABILITIES OR CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF SELLER GROUP, BUYER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT, CONCURRENT OR SOLE (collectively, the “Assumed Obligations”). The Assumed Obligations include, without limitation, the payment and/or performance of all taxes, leasehold and equipment rentals and release payments, royalties, excess royalties, in-lieu royalties, overriding royalty interests, production payments, net profit obligations, carried working interests and any other matters with which the Assets may be burdened, insofar as the same are attributable to the periods before, on or after the Effective Time. Subject to the Seller’s indemnification provisions of Section 16.4:
Buyer’s Assumption of Obligations. Without limiting Buyer’s rights to be indemnified in accordance with Sections 8.2, 8.3 or 8.6, Buyer expressly acknowledges that Buyer is responsible for, and shall have no recourse not expressly provided for in this HOUSTON 1139976v.13 Agreement against Seller or Seller Group for, the debts, liabilities, commitments, duties and obligations arising under, related to, or in connection with the ownership, operation or use of Properties acquired by it hereunder other than the Seller Retained Liabilities. If Closing occurs, from and after the Effective Time, Buyer expressly assumes, and shall be obligated to timely perform and discharge in compliance with all applicable Laws and in accordance with their respective terms, as and when they become due and payable, or are required to be performed, all liabilities and obligations of Seller Group and their respective successors and assigns, direct or indirect, known or unknown, absolute or contingent, arising before or after the Effective Time which arise under, relate to or are in connection with or associated with the Properties acquired by it hereunder and the business related thereto, including all liabilities and obligations with respect to Transferred Employees, Imbalances, Decommissioning, Asbestos and Related Liabilities, Disclosed Environmental Liabilities, Process Safety Management, Environmental Claims, Non-Environmental Claims and all Claims for which Seller is not responsible under this Agreement; provided that such assumption by Buyer shall not limit the indemnities and retention of liability by Seller as and to the extent expressly provided in Article 8 and shall not include the Seller Retained Liabilities.
Buyer’s Assumption of Obligations. Except as stated in Section 4.2, below, Buyer assumes and shall timely perform and discharge all duties and obligations of the owner of the Properties attributable to its acquired interest as set forth in the Participation Agreement and JOA except those duties and obligations set forth in Article X of the Participation Agreement before and after the Effective Time, including, but not limited to: restoration of the surface, environmental and pollution cleanup, plugging and abandonment of any and all existing and future xxxxx; and Seller shall incur no liability for Buyer's failure to properly perform and discharge such duties and obligations. Buyer shall fully protect, indemnify, defend and hold Seller, its officers, directors, agents and/or employees harmless against any and all Claims for pollution and/or environmental damage of any kind, any fines or penalties assessed on account of such damage, caused by, arising out of, or in any way incidental to ownership or operations conducted on the Properties, if such Claims are asserted subsequent to the Effective Time, regardless of when the act or omission giving rise thereto occurred and regardless of whether or not arising from, incidental to or the result of Seller’s negligence or fault, or whether or not any liability is imposed upon Seller as a result of any statute, rule or regulation or theory of strict liability of Seller, its officers, directors, agents or employees, including without limitation liability under the Comprehensive Environmental Recovery, Compensation and Liability Act, 42 U.S.C. §9601, et seq.
Buyer’s Assumption of Obligations. Buyer agrees to assume and shall shall timely perform and discharge all duties and obligations of Seller associated with the Properties (including without limitation any contractual obligations excepting obligations assumed by Seller relating to the Transition Agreement) assumed by Seller relating to the period of time at and after Closing, and Seller shall incur no liability for Buyer's failure to properly perform or
Buyer’s Assumption of Obligations. Except as expressly set forth in this Agreement, Buyer agrees to assume and shall timely perform and discharge all duties and obligations of Seller relating to or arising out of the ownership of the Properties from and after the Effective Time, including, without limitation, all duties and obligations of Seller under all the Assumed Contracts, and Buyer shall indemnify and hold Seller harmless from and against any and all liabilities of whatsoever nature arising out of Buyer’s failure to properly perform or discharge such duties and obligations. Buyer agrees to accept full responsibility for Seller’s proportionate share of the costs and expenses associated with or attributable to the plugging and abandonment of all wxxxx, and the removal of all equipment, platforms and facilities conveyed to Buyer under this Agreement and the remediation, restoration and clean up of the Properties. In conducting the duties and obligations contained in this Section 12.5, Buyer shall comply with the applicable Laws of all governmental entities and tribal authorities having appropriate jurisdiction.
Buyer’s Assumption of Obligations. Buyer assumes, shall pay and shall timely perform and discharge all of Seller’s duties and obligations to the extent allocable to the Acquired Properties (including any and all contractual duties and obligations arising therefrom) relating to the period on and after the Closing Date (but this assumption shall not require Buyer to pay more with respect to the BP Acquisition Agreement than is set out in Article 2.2). Without limiting the generality of the foregoing covenant, Buyer and Seller agree that the entirety of the Acquired Properties will be subject to the royalty relief settlement agreement dated effective March 1, 2007 between BP Exploration & Production, Inc. and the United States Department of Interior, through its agency, the MMS, a copy of which has been delivered to Buyer, but only insofar as such obligations apply to the Acquired Properties (in such regard, as between Buyer and Seller, it shall be deemed the Acquired Properties were a portion of the interests in the Leases assigned by BP Exploration & Production, Inc. to Seller in April, 2007).
Buyer’s Assumption of Obligations. Except as otherwise provided in this Agreement, Buyer agrees to assume and shall timely perform and discharge all duties and obligations of the owner of the Properties relating to the period of time after the Effective Time, including without limitation, duties and obligations under all the contracts associated with the Properties. Sellers shall incur no liability for Buyer’s failure to properly perform or discharge such duties and obligations. Buyer agrees to accept full responsibility for Lance’s proportionate share of the costs and expenses associated with or attributable to the plugging and abandonment of all xxxxx, equipment and facilities conveyed to Buyer under this Agreement and the remediation, restoration and clean up of the Properties. In conducting the duties and obligations hereunder, Buyer shall comply with the applicable Laws of any governmental entity having appropriate jurisdiction.
