Common use of Environmental Assumed Obligations Clause in Contracts

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4: (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITH, THE ASSETS. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.415.4: (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYERBUYER GROUP, FROM AND AFTER THE CLOSING DATE ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMSFACILITIES, AND CLEARING AND RESTORATION OF ALL SITESSITES IN ACCORDANCE WITH LAW, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITH, THE ASSETS, AND BUYER GROUP MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLERS’ REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYERSUBJECT TO SECTION 15.4, BUYER GROUP, FROM AND AFTER THE CLOSING DATE ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER GROUP EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4: (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITH, THE ASSETS. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR OR. LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4:16.4(i) as to Buyer’s right to indemnification for breaches of Section 5.20, and Buyer’s right to indemnification under Section 8.2.1 and Section 16.4(ix): (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITHRELATED TO, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS, SUBJECT, HOWEVER TO BUYER’S RIGHT OF INDEMNITY UNDER SECTION 16.4(i) FOR BREACHES OF SECTION 5.20, AND BUYER’S RIGHT TO INDEMNITY UNDER SECTION 8.2.1 AND SECTION 16.4(ix). (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.416.4(i) as to Buyer’s right to indemnification for breaches of Section 5.20: (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITHRELATED TO, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS, SUBJECT, HOWEVER TO BUYER’S RIGHT OF INDEMNITY UNDER SECTION 16.4(i) FOR BREACHES OF SECTION 5.20. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller Seller’s indemnification provisions of Section 16.4:13.4(i) as to Buyer’s right to indemnification for breaches of Section 5.19 and, to the extent covered by clause (a) of the definition of Excluded Obligations, Buyer’s right to indemnification under Section 13.4(vii): (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAYFULFILL, PERFORM, PAY AND DISCHARGE ANY AND ALL COSTS OBLIGATIONS, LIABILITIES AND EXPENSES CLAIMS INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITHRELATED TO, THE ASSETS. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAYFULFILL, PERFORM, PAY AND DISCHARGE ANY AND ALL COSTS OBLIGATIONS, LIABILITIES AND EXPENSES CLAIMS ARISING OUT OF ENVIRONMENTAL LAWS OR ENVIRONMENTAL PERMITS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES HYDROCARBONS OR POLLUTANTS INTO THE ENVIRONMENT, BUT SPECIFICALLY EXCLUDING CLAIMS RESULTING FROM SELLER GROUP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR LIABILITIES OF SELLER, OR FOR WHICH SELLER WOULD OTHERWISE BE LIABLE TO BEAR AS OWNER OF THE ASSETS, RESULTING FROM ANY FINES OR PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITIES WITH RESPECT TO VIOLATIONS OF ENVIRONMENTAL LAWS OCCURRING PRIOR TO CLOSING WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE ASSETS), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OBLIGATIONS, LIABILITIES OR LIABILITIES CLAIMS AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORMHYDROCARBONS OR POLLUTANTS, HAZARDOUS SUBSTANCESSUBJECT, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTSHOWEVER TO BUYER’S RIGHT OF INDEMNITY UNDER SECTION 13.4(i) FOR BREACHES OF SECTION 5.19. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4:16.4(i) as to Buyer’s right to indemnification for breaches of Section 5.20): (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITHRELATED TO, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-NON- COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS, SUBJECT, HOWEVER TO BUYER’S RIGHT OF INDEMNITY FOR BREACHES OF SECTION 5.21. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4: (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITH, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLERS’ REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4:15.4(i) as to Buyer’s right to indemnification for breaches of Section 5.19): (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXXWXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITHRELATED TO, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS, SUBJECT, HOWEVER TO BUYER’S RIGHT OF INDEMNITY UNDER SECTION 15.4(i) FOR BREACHES OF SECTION 5.19. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4:15.4(i) as to Buyer’s right to indemnification for breaches of Section 5.19): (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITHRELATED TO, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS, SUBJECT, HOWEVER TO BUYER’S RIGHT OF INDEMNITY UNDER SECTION 15.4(i) FOR BREACHES OF SECTION 5.19. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4: (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITH, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLERS’ REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-NON- COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4:15.4(i) as to Buyer’s right to indemnification for breaches of Section 5.19): (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXXWEXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITHRELATED TO, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS, SUBJECT, HOWEVER TO BUYER’S RIGHT OF INDEMNITY UNDER SECTION 15.4(i) FOR BREACHES OF SECTION 5.19. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.

Environmental Assumed Obligations. Subject to Closing occurring, and further subject to the Seller indemnification provisions of Section 16.4:16.4(i) as to Buyer’s right to indemnification for breaches of Section 5.20): (i) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL XXXXX, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITHRELATED TO, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER. (ii) THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND EXCEPT TO THE EXTENT CONSTITUTING RETAINED ENVIRONMENTAL LIABILITIES, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME. BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS, SUBJECT, HOWEVER TO BUYER’S RIGHT OF INDEMNITY FOR BREACHES OF SECTION 5.21. (iii) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE ASSUMED OBLIGATIONS SHALL NOT INCLUDE THE RETAINED ENVIRONMENTAL LIABILITIES AND BUYER SHALL NOT BE OBLIGATED UNDER THIS AGREEMENT TO INDEMNIFY, DEFEND, RELEASE OR HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY CLAIMS IN FAVOR OF ANY PERSON ARISING FROM OR RELATING TO ANY OF THE RETAINED ENVIRONMENTAL LIABILITIES.