Common use of Description of Obligations Clause in Contracts

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 following obligations (“Obligations”) are secured by this Agreement: (a) all debts, obligations, liabilities and agreements of XXXXX XXXXXX (“Borrower”), Except 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 otherwisethe extent included within Seller’s Retained Obligations for which Seller has an indemnity obligation hereunder, and all renewals, extensions or rearrangement except to the extent of any of the above; below attributable to any portion of the Subject Properties not conveyed to Buyer hereunder (the “Seller Plugging and Abandonment Obligations”), upon and after Closing, Buyer assumes responsibility and liability for the proportionate share attributable to the Conveyed Interests for plugging and abandonment obligations related to the Conveyed Interests, regardless of whether they are attributable to the ownership or operation of the Conveyed Interests before, on or after the Effective Time and regardless of whether resulting from any acts or omissions (other than gross negligence or willful misconduct) of Seller or any of its Affiliates, or any of its or their respective officers, directors, members, managers, owners, employees, agents or partners (INCLUDING THOSE ARISING FROM THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF SELLER OR ANY OF ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS OR PARTNERS, BUT EXPRESSLY EXCLUDING IN EACH CASE THOSE ARISING FROM ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) or the condition of the Conveyed Interests when acquired (collectively, “Buyer Plugging and Abandonment Obligations”), including, without limitation and in each case only with respect to the Conveyed Interests: (a) the proportionate share attributable to the Conveyed Interests of the plugging, replugging and abandonment of all xxxxx included in the Conveyed Interests whether plugged and abandoned before, on or after the Effective Time; (b) the proportionate share attributable to the Conveyed Interests of the removal, abandonment, and disposal of all costs incurred by Bank to obtainstructures, preservepipelines, perfect facilities, equipment, abandoned property and enforce this Agreement and maintain, preserve, collect and enforce junk located on or comprising part of the Collateral; Conveyed Interests; (c) the proportionate share attributable to the Conveyed Interests of the capping and burying of all debts, obligations, liabilities flow lines associated with the Xxxxx and agreements located on or comprising part of Pledgor to Bank under this Agreement; the Conveyed Interests; (d) interest on the above amounts determined in accordance with proportionate share attributable to the Conveyed Interests of the restoration of the Conveyed Interests, both surface and subsurface, as may be required by applicable agreements between Bank and Pledgor laws, regulation or between Bank and Borrower; contract; (e) all indebtednessthe proportionate share attributable to the Conveyed Interests of any clean-up or disposal of Conveyed Interests contaminated by naturally occurring radioactive material (“NORM”), liabilities and obligations of Borrower to Bank under the Loan Agreement dated even date hereof (the “Loan Agreement”) between Borrower and Bank and all renewalsas may be required by applicable laws, extensions and modifications thereofregulations or contract; and (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 proportionate share attributable to the order Conveyed Interests of Bank obtaining and maintaining 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 inbonds, or in connection with a case supplemental or proceeding under the Bankruptcy Codeadditional bonds, that may be required contractually 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 recoveredby Governmental Authorities.

Description of Obligations. The following obligations (“Obligations”) are secured by this Agreement: (a) all All debts, obligations, liabilities and agreements of XXXXX XXXXXX (“Borrower”), Borrower to BankSecured Party, now or hereafter existing, arising directly or indirectly between Borrower and Bank Secured Party 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 All costs incurred by Bank Secured Party to obtain, preserve, perfect and enforce this Agreement and maintain, preserve, collect and enforce the Collateral; (c) all All debts, obligations, liabilities and agreements of Pledgor Borrower to Bank Secured Party under this Agreement; (d) interest Interest on the above amounts determined in accordance with applicable agreements between Bank and Pledgor or between Bank Secured Party and Borrower; (e) all All indebtedness, liabilities and obligations of Borrower to Bank Secured Party under the Loan Agreement dated even date hereof herewith (the “Loan Agreement”) between Borrower and Bank Secured Party and all renewals, extensions and modifications thereof; (f) all indebtedness, liabilities and obligations of Borrower to Bank Secured Party under the that certain Promissory Note dated of even date herewith in the date hereof maximum stated principal amount of $15,000,000.00 (the “Note”) in the stated principal amount of $2,000,000.00 payable by Borrower to the order of Bank Secured Party and all renewals, extensions and modifications thereof; and (g) all reasonable expenses of the BankSecured Party, including reasonable fees and expenses of the BankSecured Party’s counsel, incident to the enforcement of payment of all obligations of the Pledgor Borrower 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 Secured Party on any of the Obligations is subsequently recovered from Bank Secured Party in or as a result of any bankruptcy, insolvency or fraudulent conveyance proceeding involving an obligor of the Obligations other than PledgorBorrower, Pledgor Borrower shall be liable to Bank Secured Party 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 BankSecured Party’s option, as of the date the Collateral was released, the security interest terminated, or said amounts were recovered.

Description of Obligations. The following obligations (“Obligations”) are secured by this Agreement: (a) all debts, obligations, liabilities and agreements of XXXXX XXXXXX (“Pledgor/Debtor/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 7,000,000.00, payable by Borrower to the order of Bank, and all renewals, extensions and modifications thereof; (g) all indebtedness, liabilities and obligations of Borrower to Bank under that certain Term Promissory Note dated December 23, 2008 (as modified, amended, renewed, and/or replaced, the “Prior Note”) in the original stated principal amount of $12,500,000.00, payable by Borrower to the order of Bank, and the Loan Agreement executed concurrently therewith, and all renewals, extensions and modifications thereof; and (gh) 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 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 $300,000 payable by Borrower to the order of Bank and all renewals, extensions and modifications thereof; (g) all indebtedness, liabilities and obligations of Borrower to Bank under that certain Promissory Note dated on or about December 15, 2008 (as subsequently, renewed, modified, and amended, “Loan #86918”) in the original stated principal amount of $2,000,000.00 payable by Borrower to the order of Bank and all renewals, extensions and modifications thereof; and (gh) 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.