Description of Obligations. Upon and after Closing, Buyer will assume, pay and perform (i) the Plugging and Abandonment Obligations (as defined in Section 12.4), (ii) the Environmental Obligations (as defined in Section 12.5), (iii) all the obligations, liabilities and duties with respect to the ownership and (if applicable) operation of the Assets that are attributable to periods at and after the Effective Time, whether or not the required governmental consents and approvals described in Sections 17.1 and 17.2 are obtained; and, (iv) all other obligations assumed by Buyer under this Agreement, (collectively, "Buyer's Assumed Obligations"). The Buyer's Assumed Obligations include without limitation:
(a) Responsibility for payment of all operating expenses and capital expenditures related to the Assets and attributable to the period at and after the Effective Time;
(b) Responsibility for performance of all express and implied obligations and covenants under the terms of the Leases, other instruments in the chain of title, the contracts and agreements listed on Exhibits "A-1" and "A-2", and all other orders and contracts to which the Assets are subject arising at and after the Effective Time;
(c) Responsibility for payment of all Burdens, rentals, shut-in payments and other burdens, charges or encumbrances to which the Assets are subject that are attributable to periods at and after the Effective Time;
(d) Responsibility for proper accounting for and disbursement of production proceeds from the Assets attributable to periods at and after the Effective Time;
(e) Responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the Assets, and the procurement and maintenance of all permits required by any Governmental Body or other public authorities in connection with the Assets at and after the Effective Time;
(f) Responsibility for all obligations for imbalances which may occur with respect to third parties for production or processing of Hydrocarbons attributable to Seller's interest (prior to Closing, and Buyer's interest after Closing) in and ownership of Hydrocarbons produced from the Assets after the Effective Time;
(g) Responsibility for any and all Claims for personal injury, death or damage to movable property arising directly or indirectly from or incident to the use, occupation, ownership, operation or maintenance of the Assets or the condition thereof on, prior to or after the Effective Time, except to the extent that such Claims arise ...
Description of Obligations. From and after the Closing, the indemnification rights in Section 8.4 for the benefit of W&T shall not cover any plugging and abandonment obligations related to the Property (the “Plugging and Abandonment Obligations”), regardless of whether they are attributable to the ownership or operation of the Property before or after the Calculation Date and regardless of whether resulting from any acts or omissions of KMG (INCLUDING THOSE ARISING FROM KMG’s SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT) or the condition of the Property when acquired, including Claims related to:
(a) The necessary and proper plugging, replugging and abandonment of all xxxxx on the Property, whether plugged and abandoned before or after the Calculation Date;
(b) The necessary and proper removal, abandonment, and disposal of all platforms, structures, pipelines, facilities, equipment, abandoned property and junk located on or comprising part of the Property, including the Off-Lease Pipelines, the Facilities and any junk on the sea floor covered by the Leases, the Units, or the Permits and Easements;
(c) The necessary and proper capping and burying of all flow lines associated with the Xxxxx and located on or comprising part of the Property;
(d) The necessary and proper restoration of the Property, both surface and subsurface, as may be required by applicable laws, regulation or contract;
(e) Any necessary clean-up or disposal of Property contaminated by naturally occurring radioactive material (“NORM”) as may be required by applicable laws, regulations or contract;
(f) All obligations arising from contractual requirements and demands made by courts, authorized regulatory bodies or parties claiming a vested interest in the Property; and
(g) Obtaining and maintaining all bonds, or supplemental or additional bonds, that may be required contractually or by governmental authorities.
Description of Obligations. The following obligations ("Obligation" or "Obligations") are secured by this Agreement: (a) All debts, obligations liabilities and agreements of Debtor to Lender, now or hereafter existing, arising under the Loan Agreement, and all renewals, extensions or rearrangement of any of the above; (b) All costs incurred by Lender to obtain, preserve, perfect and enforce this Agreement and maintain, preserve, collect and realize upon the Collateral;
Description of Obligations. This Agreement creates an enforceable security interest in the Collateral, subject only to Permitted Liens, to secure the payment and performance of any and all obligations now or hereafter existing of the Grantors under the Credit Agreement and the other Loan Documents, including any extensions, modifications, substitutions, amendments and renewals thereof, whether for principal, interest, fees, premium, expenses, reimbursement obligations, indemnification or otherwise (all such obligations of the Grantors being the "OBLIGATIONS"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by the Grantors to the Administrative Lender or any other Secured Party under any Loan Document, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding under any Debtor Relief Law involving any Grantor (including all such amounts which would become due or would be secured but for the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding of any Grantor under any Debtor Relief Law). With respect to each Grantor other than the Borrower, notwithstanding anything herein to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally if the Liens granted by any such Grantor herein shall be held void, invalid or unenforceable, or subordinated to the liens or claims of any other creditors, on account of the amount of the Obligations secured by such Liens, then, the amount of the Obligations secured by such Liens shall, without any action by such Grantor, the Administrative Lender, any other Secured Party or any other Persons, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Description of Obligations. The following obligations (“Obligations”) are secured by this Agreement: (a) all debts, obligations, liabilities and agreements of XXXXX XXXXXX (“Borrower”), to Bank, now or hereafter existing, arising directly or indirectly between Borrower and Bank whether absolute or contingent, joint or several, secured or unsecured, due or not due, contractual or tortious, liquidated or unliquidated, arising by operation of law or otherwise, and all renewals, extensions or rearrangement of any of the above; (b) all costs incurred by Bank to obtain, preserve, perfect and enforce this Agreement and maintain, preserve, collect and enforce the Collateral; (c) all debts, obligations, liabilities and agreements of Pledgor to Bank under this Agreement; (d) interest on the above amounts determined in accordance with applicable agreements between Bank and Pledgor or between Bank and Borrower; (e) all indebtedness, liabilities and obligations of Borrower to Bank under the Loan Agreement dated even date hereof (the “Loan Agreement”) between Borrower and Bank and all renewals, extensions and modifications thereof; (f) all indebtedness, liabilities and obligations of Borrower to Bank under the Promissory Note dated the date hereof (the “Note”) in the stated principal amount of $2,000,000.00 payable by Borrower to the order of Bank and all renewals, extensions and modifications thereof; and (g) all reasonable expenses of the Bank, including reasonable fees and expenses of the Bank’s counsel, incident to the enforcement of payment of all obligations of the Pledgor by any action or participation in, or in connection with a case or proceeding under the Bankruptcy Code, or any successor statute thereto. In the event any amount paid to Bank on any of the Obligations is subsequently recovered from Bank in or as a result of any bankruptcy, insolvency or fraudulent conveyance proceeding involving an obligor of the Obligations other than Pledgor, Pledgor shall be liable to Bank for the amounts so recovered up to the fair market value of the Collateral whether or not the Collateral has been released or the security interest terminated. In the event the Collateral has been released or the security interest terminated, the fair market value of the Collateral shall be determined, at Bank’s option, as of the date the Collateral was released, the security interest terminated, or said amounts were recovered.
Description of Obligations. The security interest granted by Pledgor shall secure the payment and performance of any and all obligations now or hereafter existing of the Company, Pledgor or any Subsidiary of the Pledgor, and any other Obligor (other than Administrative Agent or Secured Parties) under the Credit Agreement and the Loan Papers, including any extensions, modifications, substitutions, amendments and renewals thereof, whether for principal, interest, fees, premium, expenses, indemnification or otherwise (all such obligations of the Company, Pledgor, each of its Subsidiaries, and each other Obligor together with the "Obligations" as defined in the Credit Agreement being the "Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by the Company, Pledgor, each of its Subsidiaries or any other Obligor to Administrative Agent or any Secured Party under any Loan Paper, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company, Pledgor, each of its Subsidiaries or any other Obligor (including all such amounts which would become due but for the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding of the Company, Pledgor, any of its Subsidiaries, or any other Obligor under any Debtor Relief Law).
Description of Obligations. From and after the Closing, except as set forth in Section 8.6.2, the indemnification rights in Section 8.4 for the benefit of W&T shall not cover any the following occurrences, events, conditions, and activities on or related to the Property (the “Environmental Obligations”), regardless of whether arising from the ownership or operation of the Property before or after the Calculation Date, and regardless of whether resulting from any acts or omissions of KMG (INCLUDING THOSE ARISING FROM KMG’S SOLE, JOINT, CONCURRENT, OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT) or the condition of the Property when acquired:
(i) Environmental pollution or contamination, including pollution or contamination of the soil, sea, groundwater or air by Hydrocarbons, drilling fluid or other chemicals, brine, produced water, NORM, or any other substance;
(ii) Underground injection activities and waste disposal on the Property;
(iii) Clean-up responses, and the cost of remediation, control, assessment or compliance with respect to surface, sea floor and subsurface pollution caused by spills, pits, ponds, lagoons or subsurface storage tanks;
(iv) Non-compliance with applicable land use, surface disturbance, licensing or notification rules, regulations, demands or orders of appropriate state or federal regulatory agencies;
(v) Disposal on the Property of any hazardous substances, wastes, materials and products generated by or used in connection with the ownership or operation of the Property before or after the Calculation Date; and
(vi) Non-compliance with Environmental Laws.
Description of Obligations. This Agreement creates a first priority security interest securing the payment and performance of the Obligations, including, but not limited to any and all obligations now or hereafter existing of Debtor and each other Obligor under the Credit Agreement and other Loan Papers, including any extensions, modifications, substitutions,
Description of Obligations. Check the appropriate box designating this as a return on a single issue basis or a consolidated return basis.
Description of Obligations. Upon and after Closing, ASSIGNEE assumes full responsibility and liability for the following plugging and abandonment obligations related to the Property (the "Plugging and Abandonment Obligations"), regardless of whether they are attributable to the ownership or operation of the Property before or after the Effective Date and regardless of whether resulting from any acts or omissions of ASSIGNOR (INCLUDING THOSE ARISING FROM ASSIGNOR'S SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT) or the condition of the Property when acquired:
(a) The necessary and proper plugging, replugging and abandonment of all wells on the Property, whether plugged and abandoned before or after xxx Xffective Date;
(b) The necessary and proper removal, abandonment, and disposal of all, structures, pipelines, facilities, equipment, abandoned property and junk located on or comprising part of the Property;
(c) The necessary and proper capping and burying of all flow lines associated with the Wells and located on or comprising part of the Property;
(d) The necessary and proper restoration of the Property, both surface and subsurface, as may be required by applicable laws, regulation or contract;
(e) Any necessary clean-up or disposal of Property contaminated by naturally occurring radioactive material ("NORM"), as may be required by applicable laws, regulations or contract;
(f) All obligations arising from contractual requirements and demands made by courts, authorized regulatory bodies or parties claiming a vested interest in the Property; and
(g) Obtaining and maintaining all bonds, or supplemental or additional bonds, that may be required contractually or by governmental authorities.
