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

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. 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 Seller associated with the Properties (including without limitation any contractual obligations) relating to the period of time at and after the Closing, including, without limitation, all duties and obligations of Sellers under all the Material Contracts (the "Assumed Obligations"), and Buyer Seller shall indemnify and hold Sellers harmless from and against any and all liabilities of whatsoever nature arising out of incur no liability for Buyer's failure to properly perform or discharge the Assumed Obligationsany such duties and obligations. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY (INCLUDING WITHOUT LIMITATION ARTICLES 5.2, 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 Agreement8.2 OR 8.3), or the breach ofBUYER AGREES TO ACCEPT FULL RESPONSIBILITY FOR AND SHALL PAY ALL COSTS AND EXPENSES ASSOCIATED WITH THE PLUGGING AND ABANDONMENT OF THE XXXXX AND FACILITIES INCLUDED IN THE PROPERTIES, 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 wellsAND SHALL NOT BE ENTITLED TO CLAIM THE FACT THAT PLUGGING AND ABANDONMENT OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COST WILL BE REQUIRED TO COMPLETE THE PLUGGING AND ABANDONMENT OPERATIONS AS AN ALLEGED TITLE DEFECT, and the removal of all equipmentALLEGED ADVERSE CONDITION, platforms and facilities xxxveyed to Buyer under this Agreement and the remediationBREACH OF SELLER'S REPRESENTATIONS AND WARRANTIES OR BREACH OF SELLER'S INDEMNITY OBLIGATION UNDER THIS AGREEMENT, restoration and cleanup of the PropertiesAND BUYER (ON BEHALF OF ITSELF, ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ASSIGNS) IRREVOCABLY WAIVES SUCH CLAIMS. In conducting the duties and obligations contained in this Section12.4Article, 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 TimeLaws.

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 Seller insofar as the same relate to or arise out of Sellers' Seller's interest in the Properties relating to the period of time after the Closing, including, without limitation, all duties and obligations of Sellers Seller under all the Material Contracts (the "Assumed Obligations"), and Buyer shall indemnify and hold Sellers Seller 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 Seller as set forth in and limited by this Agreement, or the breach of, or failure to perform or satisfy any covenant of Sellers Seller set forth in this Agreement. Buyer agrees to accept full responsibility for Sellers' Seller's proportionate share of the costs and expenses associated with or attributable to the plugging and abandonment of all wellsxxxxx, and the removal of all equipment, platforms and facilities xxxveyed conveyed to Buyer under this Agreement and the remediation, restoration and cleanup clean up of the Properties. In conducting the duties and obligations contained in this Section12.4Section 12.4, Buyer shall comply with the applicable Laws of all governmental entities and tribal authorities having appropriate jurisdiction. Buyer shall not assume(iassume (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(iiand (ii) any obligation of Sellers Seller 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. Except as otherwise expressly provided in this Agreement, Buyer agrees to assume and shall shall timely perform and discharge all duties and obligations of Sellers insofar as the same relate to or arise out of Sellers' interest in 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 the Closing, including, without limitation, all duties and obligations of Sellers under all the Material Contracts (the "Assumed Obligations"), and Buyer Seller shall indemnify and hold Sellers harmless from and against any and all liabilities of whatsoever nature arising out of incur no liability for Buyer's failure to properly perform or discharge the Assumed Obligationsany such duties and obligations. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY (INCLUDING WITHOUT LIMITATION ARTICLES 5.2, 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 Agreement8.2 OR 8.3), or the breach ofBUYER AGREES TO ACCEPT FULL RESPONSIBILITY FOR AND SHALL PAY ALL COSTS AND EXPENSES ASSOCIATED WITH THE PLUGGING AND ABANDONMENT OF THE WELLX XXX FACILITIES INCLUDED IN THE PROPERTIES, 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 wellsAND SHALL NOT BE ENTITLED TO CLAIM THE FACT THAT PLUGGING AND ABANDONMENT OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COST WILL BE REQUIRED TO COMPLETE THE PLUGGING AND ABANDONMENT OPERATIONS AS AN ALLEGED TITLE DEFECT, and the removal of all equipmentALLEGED ADVERSE CONDITION, platforms and facilities xxxveyed to Buyer under this Agreement and the remediationBREACH OF SELLER'S REPRESENTATIONS AND WARRANTIES OR BREACH OF SELLER'S INDEMNITY OBLIGATION UNDER THIS AGREEMENT, restoration and cleanup of the PropertiesAND BUYER (ON BEHALF OF ITSELF, ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ASSIGNS) IRREVOCABLY WAIVES SUCH CLAIMS. In conducting the duties and obligations contained in this Section12.4Article, 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 TimeLaws.