Common use of Description of Obligations Clause in Contracts

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 from Seller's ownership or operation of the Assets and are asserted by third parties in writing against Seller or Buyer within one (1) year of the Closing Date.

Description of Obligations. Upon and after After Closing, Buyer Seller will assumeretain responsibility for all liabilities, 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 obligations and duties with respect to the ownership and (if applicable) operation of the Assets that are attributable to periods at and after before the Effective Time, whether or not the required governmental consents and approvals described except as otherwise specifically provided in Sections 17.1 and 17.2 are obtained; and, this Agreement (iv) all other obligations assumed by Buyer under this Agreement, (collectively, "BuyerSeller's Assumed Retained Obligations"). The BuyerSeller's Assumed Retained Obligations include without limitation: (a) Responsibility for the payment of all operating expenses and capital expenditures related to the Assets and attributable to the period at and after prior to 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 before 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 before the Effective Time; (d) Responsibility for proper accounting for and disbursement of production proceeds from the Assets attributable to periods at and after before the Effective Time; (e) Responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the Assets, and exclusions from the procurement and maintenance of all permits required by any Governmental Body or other public authorities Environmental Obligations described in connection with the Assets at and after the Effective TimeSection 12.5.2; (f) Responsibility for all obligations for imbalances which may occur exist at the Effective Time 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 prior to the Effective Time; (g) Responsibility for any and all Claims 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 Time to the extent that such Claims arise from Seller's ownership or operation of the Assets and claims are (i) asserted by third parties in writing against Seller or Buyer within one (1) year of the Closing Date, and (ii) arise from Seller's ownership or operation of the Assets; and, (h) Responsibility for any offsite storage and disposal, prior to the Effective Time by Seller of Hazardous Materials produced from the Assets, and stored or disposed of, on, in or below any property which does not form a part of the Assets, for which and to the extent that remediation is required by any Environmental or Conservation Law in effect as of the Effective Time.

Description of Obligations. Upon From and after Closing, Buyer ASSIGNOR will assumeretain responsibility for all liabilities, 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 obligations and duties with respect to the ownership and (if applicable) operation of the Assets Property that are attributable to periods at and after before the Effective TimeDate, whether or not except as otherwise specifically provided in this Agreement (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 “ASSIGNOR’s Retained Obligations"”). The Buyer's Assumed Without limiting the generality of the foregoing, subject to Section 8.6, the ASSIGNOR’s Retained Obligations include without limitationshall specifically include: (a) Responsibility for the payment of all operating expenses and capital expenditures related to the Assets Property and attributable to the period at and after prior to the Effective TimeDate; (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 Related Contracts, the Permits and agreements listed on Exhibits "A-1" and "A-2"Easements, and all other orders and contracts to which the Assets Property or operation thereof is subject, to the extent those obligations and covenants are subject arising at and after required to be performed before the Effective TimeDate; (c) Responsibility for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments severance taxes and other burdens, charges burdens or encumbrances to which the Assets are Property is subject that are attributable to periods at and after before the Effective TimeDate; (d) Responsibility for proper accounting for and disbursement of production proceeds from or attributable to the Assets Property attributable to periods at and after before the Effective TimeDate excluding funds in any suspense accounts transferred to ASSIGNEE; (e) Responsibility Except to the extent assumed by ASSIGNEE in this Agreement, responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty, and the procurement and maintenance of all permits permits, consents, authorizations, and bonds required by any Governmental Body or other public authorities in connection with the Assets at and after Property to the Effective Timeextent attributable to the period before the Closing Date; (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 Closingthe exclusions from the Plugging and Abandonment Obligations described in Section 7.3.2, and Buyer's interest after Closing) in and ownership of Hydrocarbons produced the exclusions from the Assets after the Effective TimeEnvironmental Obligations described in Section 7.4.2; (g) Responsibility for any its taxes 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 from Seller's ownership or operation of the Assets and are asserted by third parties expenses as provided in writing against Seller or Buyer within one (1) year of the Closing DateArticle 9.

Description of Obligations. Upon Without limiting ASSIGNEE’s rights to indemnity under Article 8, upon and after Closing, Buyer ASSIGNEE 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 Property that are attributable to periods at on and after the Effective TimeDate, whether or not together with the required governmental consents Plugging and approvals described in Sections 17.1 Abandonment Obligations, Environmental Obligations, and 17.2 are obtained; and, (iv) all other obligations assumed by Buyer ASSIGNEE under this Agreement, Agreement (collectively, "Buyer's the “ASSIGNEE’s Assumed Obligations"”). The Buyer's Without limiting the generality of the foregoing, ASSIGNEE’s Assumed Obligations include without limitationshall also specifically include: (a) Responsibility for payment of all operating expenses and capital expenditures related to the Assets Property and attributable to the period at periods on and after the Effective TimeDate; (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 Related Contracts, Permits and agreements listed on Exhibits "A-1" and "A-2", Easements and all other orders and contracts to which the Assets Property or the operation thereof is subject, to the extent those obligations and covenants are subject arising at and required to be performed on or after the Effective TimeDate; (c) Responsibility for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments severance taxes and other burdens, charges burdens or encumbrances to which the Assets are Property is subject that are attributable to periods at on and after the Effective TimeDate, and for shut-in payments on and after the Effective Date; (d) Responsibility for proper accounting for and disbursement of production proceeds from the Assets Property attributable to periods at on and after the Effective TimeDate, including funds in any suspense accounts received from ASSIGNOR; (e) Responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty, and the procurement and maintenance of all permits permits, consents, authorizations, and bonds required by any Governmental Body or other public authorities in connection with the Assets at Property on and after the Effective TimeDate; (f) Responsibility Subject to Section 11.1, responsibility for all obligations for imbalances which may occur with respect to Production Imbalances with third parties attributable to the Property for production or processing of Hydrocarbons attributable to Seller's interest (prior to Closing, from and Buyer's interest after Closing) in and ownership of Hydrocarbons produced from the Assets after the Effective Time;Date; and (g) Responsibility for any its taxes 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 from Seller's ownership or operation of the Assets and are asserted by third parties expenses as provided in writing against Seller or Buyer within one (1) year of the Closing DateArticle 9.

Description of Obligations. Upon and Subject to Section 8.6, after Closing, Buyer ASSIGNOR will assumeretain responsibility for all liabilities, 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 obligations and duties with respect to the ownership and (if applicable) operation of the Assets Property that are attributable to periods at and after before the Effective TimeDate, whether or not except as otherwise specifically provided in this Agreement (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, "BuyerASSIGNOR's Assumed Retained Obligations"). The BuyerWithout limiting the generality of the foregoing, the ASSIGNOR's Assumed Retained Obligations include without limitationshall also specifically include: (a) Responsibility for the payment of all operating expenses and capital expenditures related to the Assets Property and attributable to the period at and after prior to the Effective TimeDate; (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 Related Contracts, the Permits and agreements listed on Exhibits "A-1" and "A-2"Easements, and all other orders and contracts to which the Assets Property or operation thereof is subject, to the extent those obligations and covenants are subject arising at and after required to be performed before the Effective TimeDate; (c) Responsibility for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens, charges burdens or encumbrances to which the Assets are Property is subject that are attributable to periods at and after before the Effective TimeDate and for shut-in payments payable before the Effective Date; (d) Responsibility for proper accounting for and disbursement of production proceeds from or attributable to the Assets Property attributable to periods at and after before the Effective TimeDate excluding funds in any suspense accounts transferred to ASSIGNEE; (e) Responsibility Except to the extent assumed by ASSIGNEE in this Agreement, responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty, and the procurement and maintenance of all permits permits, consents, authorizations, and bonds required by any Governmental Body or other public authorities in connection with the Assets at and after Property to the extent attributable to the period before the Effective Time;Date; and (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 Closingthe exclusions from the Plugging and Abandonment Obligations described in Section 7.4.2, and Buyer's interest after Closing) in and ownership of Hydrocarbons produced the exclusions 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 from Seller's ownership or operation of the Assets and are asserted by third parties Environmental Obligations described in writing against Seller or Buyer within one (1) year of the Closing DateSection 7.5.2.

Description of Obligations. Upon Except to the extent BUYER is entitled to indemnification from SELLER pursuant to Section 8.4 (as such indemnity obligations are limited by Section 8.6), upon and after Closing, Buyer 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 Property, whether arising before, on or after the Effective TimeDate, whether or not together with the required governmental consents Plugging and approvals described in Sections 17.1 Abandonment Obligations, Environmental Obligations, and 17.2 are obtained; and, (iv) all other obligations assumed by Buyer BUYER under this Agreement, Agreement (collectively, "Buyer's the “BUYER’s Assumed Obligations"”). The Buyer's Without limiting the generality of the foregoing, BUYER’s Assumed Obligations include without limitationshall also specifically include: (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 TimeProperty; (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 Related Contracts, Permits and agreements listed on Exhibits "A-1" and "A-2", Easements and all other orders and contracts to which the Assets are subject arising at and after Property or the Effective Timeoperation thereof is subject; (c) Responsibility for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments severance taxes and other burdens, charges burdens or encumbrances to which the Assets are subject that are attributable to periods at and after the Effective TimeProperty is subject; (d) Responsibility for proper accounting for and disbursement of production proceeds from the Assets attributable to periods at and after the Effective TimeProperty, including funds in any suspense accounts received from SELLER; (e) Responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty, and the procurement and maintenance of all permits permits, consents, authorizations, and bonds required by any Governmental Body or other public authorities in connection with the Assets at and after the Effective TimeProperty; (f) Responsibility Subject to Section 11.1, responsibility for all obligations for imbalances which may occur with respect to Production Imbalances with 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;Property; and (g) Responsibility for any its taxes 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 from Seller's ownership or operation of the Assets and are asserted by third parties expenses as provided in writing against Seller or Buyer within one (1) year of the Closing DateArticle 9.

Description of Obligations. Upon and after Closing, Buyer will shall 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 liabilities, costs, expenses, and duties with respect to the ownership and (if applicable) operation of the Assets that are attributable to periods at on 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, obtained (iv) all other obligations assumed by Buyer under this Agreement, (collectively, "Buyer's Assumed Obligations"). The Buyer's Assumed Obligations include without limitation: (ai) Responsibility for payment of all operating expenses and capital expenditures related to the Assets and attributable to the period at on and after the Effective Time; (bii) Responsibility for performance of all express and implied obligations and covenants under the terms of the Leases, other instruments of record in the chain of titletitle and the Related Contracts, the contracts and agreements listed in each case arising 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; (ciii) Responsibility for proper payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens, charges burdens or encumbrances to which the Assets are subject that are attributable to periods at on and after the Effective Time; (div) Responsibility for proper accounting for and disbursement of production proceeds from the Assets attributable to periods at on and after the Effective Time; (ev) 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 on and after the Effective Time; (fvi) Responsibility for all obligations for imbalances which may occur with respect to third parties for production or processing of Hydrocarbons attributable to Seller's Sellers' interest (prior to Closing, and Buyer's interest after Closing) in and ownership of Hydrocarbons produced from the Assets after the Effective Time; (gvii) Responsibility for any all obligations for imbalances which may exist at the Effective Time with respect to third parties for production or processing of Hydrocarbons attributable to Sellers' interest in and all Claims for personal injury, death or damage to movable property arising directly or indirectly ownership of Hydrocarbons produced 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 ; (viii) To the extent that such Claims arise from Sellerspecified in Buyer's ownership Limited Assumption Agreement, responsibility for all plugging and abandonment, environmental and other obligations of Sellers, or operation any of them, under the Assets and Prior Asset Purchase Agreements, which obligations are asserted summarized on Schedule 4.1(q) hereto; and (ix) All other obligations assumed by third parties in writing against Seller or Buyer within one (1) year of the Closing Dateunder this Agreement.

Description of Obligations. Upon Except to the extent discharged by the Sale Order and the conveyance of Seller’s assets to Buyer thereunder Free and Clear (except for Permitted Encumbrances and Buyer’s Assumed 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 Property, arising on or after the Effective TimeDate or, whether or not with respect to the required governmental consents and approvals described items set forth below in Sections 17.1 and 17.2 are obtained; andclauses (iii), (iv) and (v) after the Closing Date (subject to any Upward Adjustments pursuant to Section 3.2(b)), together with the Plugging and Abandonment Obligations, Environmental Obligations, all other obligations arising under the Assumed Contracts and those obligations expressly assumed or required to be performed by Buyer under this Agreement, Agreement (collectively, "“Buyer's ’s Assumed Obligations"”). The ; provided that, for the avoidance of doubt and subject to the Upward Adjustment set forth in Section 3.2(b)(iii), Buyer's ’s Assumed Obligations hereunder do not include without limitationany liabilities, duties, or Claims related to the Chapter 11 Cases, the cost or administration of the Chapter 11 Cases, or Seller’s duties or obligations arising under the Bankruptcy Code. Without limiting the generality of the foregoing and except to the extent discharged by the Sale Order and the conveyance of Seller’s assets to Buyer thereunder Free and Clear (except for Buyer’s Assumed Obligations), Buyer’s Assumed Obligations shall also specifically include the following: (ai) Responsibility for payment of all operating expenses and capital expenditures related to the Assets and Property Costs attributable to the period at on and after the Effective TimeDate that are not reflected on the Settlement Statement; (bii) 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 Assumed Contracts, Permits, Easements and agreements listed on Exhibits "A-1" and "A-2", Surface Rights and all other orders Orders and contracts Assumed Contracts to which the Assets are subject arising at Property or the operation thereof is subject; (iii) Subject to any Upward Adjustment pursuant to Section 3.2(b), responsibility for the period on and after the Effective Time; (c) Responsibility Closing Date for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments severance taxes and other burdens, charges burdens or encumbrances to which the Assets are subject that are attributable Property is subject; (iv) Subject to periods at any Upward Adjustment pursuant to Section 3.2(b), responsibility for the period on and after the Effective Time; (d) Responsibility Closing Date for proper accounting for and disbursement of production proceeds from the Assets attributable Property, including any Suspense Funds received from Seller pursuant to periods at Section 14.4; (v) Subject to any Upward Adjustment pursuant to Section 3.2(b), responsibility for the period on and after the Effective Time; (e) Responsibility Closing Date for compliance with all applicable laws, ordinances, rules Laws and regulations Orders pertaining to the AssetsProperty, and the procurement and maintenance of all permits permits, consents, authorizations, and bonds required by any Governmental Body or other public authorities in connection with the Assets at and after the Effective TimeProperty; (fvi) Subject to Section 14.1, responsibility for all obligations with respect to Imbalances with third parties attributable to the Property; and (vii) 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, its taxes and Buyer's interest after Closing) expenses as provided 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 from Seller's ownership or operation of the Assets and are asserted by third parties in writing against Seller or Buyer within one (1) year of the Closing Date.ARTICLE

Description of Obligations. Upon and after Closing, Buyer ASSIGNEE 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 Property that are attributable to periods at on and after the Effective TimeDate, whether or not together with the required governmental consents Plugging and approvals described in Sections 17.1 Abandonment Obligations, the Environmental Obligations, and 17.2 are obtained; and, (iv) all other obligations assumed by Buyer ASSIGNEE under this Agreement, the Agreement (collectively, the "BuyerASSIGNEE's Assumed Obligations"). The BuyerWithout limiting the generality of the foregoing, the ASSIGNEE's Assumed Obligations include without limitationshall also specifically include: (a) Responsibility for payment of all operating expenses and capital expenditures related to the Assets Property and attributable to the period at on and after the Effective TimeDate; (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 Related Contracts, Permits and agreements listed on Exhibits "A-1" and "A-2", Easements and all other orders and contracts to which the Assets Property or the operation thereof is subject, to the extent those obligations and covenants are subject arising at and required to be performed on or after the Effective TimeDate; (c) Responsibility for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens, charges burdens or encumbrances to which the Assets are Property is subject that are attributable to periods at on and after the Effective TimeDate, and for shut-in payments payable on and after the Effective Date; (d) Responsibility for proper accounting for and disbursement of production proceeds from the Assets Property attributable to periods at on and after the Effective TimeDate, including funds in any suspense accounts received from ASSIGNOR; (e) Responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty, and the procurement and maintenance of all permits permits, consents, authorizations, and bonds required by any Governmental Body or other public authorities in connection with the Assets at Property on and after the Effective Time;Date; and (f) Responsibility for all obligations for imbalances which may occur with respect to third parties for gas production or processing of Hydrocarbons imbalances with third parties attributable to Seller's interest (prior to Closing, the Property for production from 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 from Seller's ownership or operation of the Assets and are asserted by third parties in writing against Seller or Buyer within one (1) year of the Closing Date.

Description of Obligations. Upon and after Closing, Buyer ASSIGNEE 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 Property that are attributable to periods at on and after the Effective Time, whether or not Date (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 ObligationsASSIGNEE'S ASSUMED OBLIGATIONS"). The BuyerAssignee's Assumed Obligations include without limitation: (ai) Responsibility for payment of all operating expenses and capital expenditures related to the Assets Property and attributable to the period at on and after the Effective TimeDate; (bii) 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", Related Contracts and all other orders and contracts to which the Assets are Property is subject arising at on and after the Effective TimeDate; (ciii) Responsibility for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens, charges burdens or encumbrances to which the Assets are Property is subject that are attributable to periods at on and after the Effective TimeDate; (div) Responsibility for proper accounting for and disbursement of production proceeds from the Assets Property attributable to periods at on and after the Effective TimeDate, including funds in any suspense accounts received from ASSIGNOR; (ev) Responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty, and the procurement and maintenance of all permits required by any Governmental Body or other public authorities in connection with the Assets at Property on and after the Effective TimeDate; (fvi) The Plugging and Abandonment Obligations (as defined in Section 7.4), the Environmental Obligations (as defined in Section 7.5), and all other obligations assumed by ASSIGNEE under this Agreement; and (vii) Responsibility for all obligations for imbalances which may occur with respect to third parties for gas production or processing of Hydrocarbons imbalances with third parties attributable to Seller's interest (prior to Closing, the Property for production from 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 from Seller's ownership or operation of the Assets and are asserted by third parties in writing against Seller or Buyer within one (1) year of the Closing Date.

Description of Obligations. Upon and after Closing, Buyer ASSIGNEE 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 Property that are attributable to periods at on and after the Effective Time, whether or not Date (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, "BuyerASSIGNEE's Assumed Obligations"). The BuyerASSIGNEE's Assumed Obligations include without limitationinclude: (ai) Responsibility for payment of all operating expenses and capital expenditures related to the Assets Property and attributable to the period at on and after the Effective TimeDate; (bii) Responsibility for performance of all express and implied obligations and covenants under the terms of the Leases, other instruments of record in the chain of title, the contracts and agreements listed on Exhibits "A-1" and "A-2", Related Contracts and all other orders and contracts to which the Assets are Property or the operation thereof is subject arising at on and after the Effective TimeDate; (ciii) Responsibility for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens, charges burdens or encumbrances to which the Assets are Property is subject that are attributable to periods at on and after the Effective TimeDate; (div) Responsibility for proper accounting for and disbursement of production proceeds from the Assets Property attributable to periods at on and after the Effective TimeDate, including funds in any suspense accounts received from ASSIGNOR; (ev) Responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty, and the procurement and maintenance of all permits required by any Governmental Body or other public authorities in connection with the Assets at Property on and after the Effective TimeDate; (fvi) The Plugging and Abandonment Obligations, the Environmental Obligations, and all other obligations assumed by ASSIGNEE under this Agreement; and (vii) 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 related 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 from Seller's ownership or operation of the Assets and are asserted by third parties in writing against Seller or Buyer within one (1) year of the Closing DatePost-Sale Hydrocarbon Imbalances.

Description of Obligations. Upon and Subject to Section 8.6, after Closing, Buyer SELLER will assumeretain responsibility for all liabilities, 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 obligations and duties with respect to the ownership and (if applicable) operation of the Assets Property that are attributable to periods at and after before the Effective TimeDate, whether or not except as otherwise specifically provided in this Agreement (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 “SELLER’s Retained Obligations"”). The Buyer's Assumed Without limiting the generality of the foregoing, subject to Section 8.6, the SELLER’s Retained Obligations include without limitationshall specifically include: (a) Responsibility for the payment of all operating expenses and capital expenditures related to the Assets Property and attributable to the period at and after prior to the Effective TimeDate; (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 Related Contracts, the Permits and agreements listed on Exhibits "A-1" and "A-2"Easements, and all other orders and contracts to which the Assets Property or operation thereof is subject, to the extent those obligations and covenants are subject arising at and after required to be performed before the Effective TimeDate; (c) Responsibility for payment of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments severance taxes and other burdens, charges burdens or encumbrances to which the Assets are Property is subject that are attributable to periods at and after before the Effective TimeDate; (d) Responsibility for proper accounting for and disbursement of production proceeds from or attributable to the Assets Property attributable to periods at and after before the Effective TimeDate excluding funds in any suspense accounts transferred to BUYER; (e) Responsibility Except to the extent assumed by BUYER in this Agreement, responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty, and the procurement and maintenance of all permits permits, consents, authorizations, and bonds required by any Governmental Body or other public authorities in connection with the Assets at and after Property to the extent attributable to the period before the Effective TimeDate; (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, its taxes and Buyer's interest after Closing) expenses as provided in and ownership of Hydrocarbons produced from the Assets after the Effective TimeArticle 9; (g) Responsibility for all obligations and amounts owed to any employees of SELLER or any Affiliate of SELLER relating to the employment of such individuals by SELLER or any Affiliate of SELLER or the termination of employment of such individuals by SELLER or any Affiliate of SELLER; (h) Responsibility for all obligations and liabilities owed to any employees of SELLER or any Affiliate of SELLER arising under any employee benefit or welfare plan maintained by SELLER or any Affiliate of SELLER; (i) Responsibility for all Claims claims asserted by any employee of SELLER or any Affiliate of SELLER for personal injury, bodily injury or death; and (j) Responsibility for all claims asserted by any third parties for bodily injury to or death of such third parties or damage to movable property arising directly owned by such third parties and which (i) are covered by any of SELLER’s or indirectly from its Affiliates’ insurance policies and (ii) arose or incident relate to any fact, event, matter or circumstance that occurred prior 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 from Seller's ownership or operation of the Assets and are asserted by third parties in writing against Seller or Buyer within one (1) year of the Closing DateClosing.

Description of Obligations. Upon and after Closing, Buyer BUYER will guarantee, 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 Property (and COI's ownership of the Assets) that are attributable to periods at on and after the Effective Time, whether or not Date (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, "BuyerBUYER's Assumed Obligations"). The BuyerBUYER's Assumed Obligations include without limitationinclude: (ai) Responsibility for payment of all operating expenses and capital expenditures related to the Property and Assets and attributable to the period at on and after the Effective TimeDate; (bii) Responsibility for performance (including by COI) of all express and implied obligations and covenants under the terms of the Leases, other instruments of record in the chain of title, the contracts and agreements listed on Exhibits "A-1" and "A-2", Related Contracts and all other orders and contracts to which the Assets are or the operation thereof is subject arising at on and after the Effective TimeDate; (ciii) Responsibility for payment by COI of all Burdensroyalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens, charges burdens or encumbrances to which the Assets are subject that are attributable to periods at on and after the Effective TimeDate; (div) Responsibility for proper accounting for and disbursement of production proceeds from the Assets attributable to periods at on and after the Effective TimeDate, including funds in any suspense accounts received from SELLER; (ev) Responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the AssetsProperty (and Assets by COI), and the procurement and maintenance of all permits required by any Governmental Body or other public authorities in connection with the Property (and Assets at by COI) on and after the Effective TimeDate; (fvi) The Plugging and Abandonment Obligations, the Environmental Obligations, and all other obligations assumed by BUYER under this Agreement; and (vii) 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 related 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 from Seller's ownership or operation of the Assets and are asserted by third parties in writing against Seller or Buyer within one (1) year of the Closing DatePost-Sale Hydrocarbon Imbalances.