Common use of Description of Obligations Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (W&t Offshore Inc), Merger Agreement (Kerr McGee Corp /De)

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Description of Obligations. From Without limiting ASSIGNEE’s rights to indemnity under Article 8 and except as provided in Section 7.3.2, upon and after the Closing, the indemnification rights in Section 8.4 ASSIGNEE assumes full responsibility and liability for the benefit of W&T shall not cover any 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 before, on or after the Calculation Effective Date and regardless of whether resulting from any acts or omissions of KMG ASSIGNOR (INCLUDING THOSE ARISING FROM KMG’s ASSIGNOR’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 before, on or after the Calculation Effective 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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Denbury Resources Inc)

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Description of Obligations. From Subject to Seller’s indemnity obligations under Section 8.4.1 with respect to Section 3.2.10, upon and after the Closing, the indemnification rights in Section 8.4 Buyer assumes full responsibility and liability for the benefit of W&T shall not cover any all plugging and abandonment obligations related to the Property (the collectively, “Plugging and Abandonment Obligations”), regardless of whether they are attributable to the ownership or operation of the Property before before, on or after the Calculation Date Effective Time and regardless of whether resulting from any acts or omissions of KMG Seller or any of its parent, subsidiary or affiliated entities of any tier, or any of its or their respective officers, directors, members, managers, owners, employees, agents or partners (INCLUDING THOSE ARISING FROM KMG’s THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULTFAULT OF ANY SELLER INDEMNIFIED PARTY, BUT EXCLUDING THOSE TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PARTY) or the condition of the Property when acquired, including Claims related toincluding, without limitation: (a) The the necessary and proper plugging, replugging and abandonment of all xxxxx on the Property, whether plugged and abandoned before before, on or after the Calculation DateEffective Time; (b) The 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 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 the necessary and proper restoration of the Property, both surface and subsurface, as may be required by applicable laws, regulation or contract; (e) Any 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;; and (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 obtaining and maintaining all bonds, or supplemental or additional bonds, that may be required contractually or by governmental authorities.

Appears in 2 contracts

Samples: Agreement to Assign (Centennial Resource Development, Inc.), Agreement to Assign (Centennial Resource Development, Inc.)

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