Environmental Obligations. Provided Closing occurs, and except as expressly addressed in Section 4.12, Buyer assumes full responsibility and liability for the following occurrences, events, conditions, and activities on, or related to, or attributable to Seller’s ownership or operation of the Assets (the “Environmental Obligations”) regardless of whether arising from Seller’s ownership or operation of, or relating to, the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives (INCLUDING THOSE ARISING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES), or the condition, including the environmental condition, of the Assets when acquired: (a) Environmental pollution or contamination, including pollution or contamination of the soil, groundwater, or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources; (b) Underground injection activities and waste disposal; (c) Clean-up responses, and the cost of remediation, control, assessment, or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, or storage tanks; (d) Failure to comply with applicable land use, surface disturbance, licensing, or notification requirements; (e) Disposal on the Assets of any hazardous substances, wastes, materials, and products generated by or used in connection with the ownership, development, operation, or abandonment of any part of the Assets; and (f) Non-compliance with Environmental Laws (now or hereafter in effect).
Appears in 5 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement (Vanguard Natural Resources, LLC)
Environmental Obligations. Provided Closing occurs, occurs and except as expressly to the extent not otherwise addressed in Section 4.12by the express provisions of this Agreement, Buyer assumes full responsibility and liability for the following occurrences, events, conditions, conditions and activities on, or related to, or attributable to Seller’s 's ownership or operation of the Assets (the “"Environmental Obligations”") regardless of whether arising from Seller’s 's ownership or operation of, or relating to, the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives (INCLUDING THOSE ARISING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S 'S REPRESENTATIVES), ) or the condition, including the environmental condition, condition of the Assets when acquired:
(a) Environmental pollution or contamination, including pollution or contamination of the soil, groundwater, groundwater or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, mercury or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources;
(b) Underground injection activities and waste disposal;
(c) Clean-up responses, and the cost of remediation, control, assessment, assessment or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, lagoons or storage tanks;
(d) Failure to comply with applicable land use, surface disturbance, licensing, licensing or notification requirements;
(e) Disposal on the Assets of any hazardous substances, wastes, materials, materials and products generated by or used in connection with the ownership, development, operation, operation or abandonment of any part of the Assets; and
(f) Non-compliance with Environmental Laws (now or hereafter in effect).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Abraxas Energy Partners LP), Purchase and Sale Agreement (Abraxas Petroleum Corp)
Environmental Obligations. Provided If Closing occurs, occurs but subject to Buyer’s remedies for a breach of Seller’s representation and except as expressly addressed warranty set forth in Section 4.126.01(m), Buyer assumes shall cause the Target Entities to retain full responsibility and liability for the following occurrences, events, conditions, conditions and activities on, or related to, or attributable to Seller’s the ownership or operation of the Assets (the “Environmental Obligations”) regardless of whether arising from Seller’s the ownership or operation of, or relating to, of the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives (INCLUDING THOSE ARISING FROM THE SELLER’S SOLE, JOINT JOINT, CONCURRENT OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT)COMPARATIVE NEGLIGENCE, STRICT LIABILITY, LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES), FAULT) or the condition, including the environmental condition, condition of the Assets when acquired:
(a) Environmental environmental pollution or contamination, including pollution or contamination of the soil, groundwater, groundwater or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, NORM or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resourcesLaws;
(b) Underground underground injection activities and waste disposal;
(c) Cleanclean-up responses, and the cost of remediation, control, assessment, assessment or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, lagoons or storage tanks;
(d) Failure failure to comply with applicable land use, surface disturbance, licensing, licensing or notification requirements;
(e) Disposal disposal on the Assets of any hazardous substances, wastes, materials, materials and products generated by or used in connection with the ownership, development, operation, operation or abandonment of any part of the Assets; and
(f) Nonnon-compliance with Environmental Laws (now environmental or hereafter in effect)land use rules, regulations, demands or orders of appropriate Governmental Authorities.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD), Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD)
Environmental Obligations. Provided Closing occurs, occurs and except as expressly to the extent not otherwise addressed in Section 4.12by the express provisions of this Agreement, Buyer assumes full responsibility and liability for the following occurrences, events, conditions, and activities on, or related to, or attributable to Seller’s ownership or operation of the Assets (the “Environmental Obligations”) regardless of whether arising from Seller’s ownership or operation of, or relating to, the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives (INCLUDING THOSE ARISING FROM THE SOLE, JOINT JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES), ) or the condition, including the environmental condition, condition of the Assets when acquired:
(a) Environmental pollution or contamination, including pollution or contamination of the soil, groundwater, or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources;
(b) Underground injection activities and waste disposal;
(c) Clean-up responses, and the cost of remediation, control, assessment, or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, or storage tanks;
(d) Failure to comply with applicable land use, surface disturbance, licensing, or notification requirements;
(e) Disposal on the Assets of any hazardous substances, wastes, materials, and products generated by or used in connection with the ownership, development, operation, or abandonment of any part of the Assets; and
(f) Non-compliance with Environmental Laws (now or hereafter in effect).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (St Mary Land & Exploration Co), Purchase and Sale Agreement (Legacy Reserves Lp)
Environmental Obligations. Provided Closing occursExcept with respect to offsite disposal of Hazardous Substances prior to Closing, upon and except as expressly addressed in Section 4.12after Closing, Buyer assumes full responsibility and liability for the following all environmental occurrences, events, conditions, and activities on, on or related to, or attributable to Seller’s ownership or operation of the Assets (the “Environmental Obligations”) ), regardless of whether arising from Seller’s the ownership or operation of, or relating to, of the Assets before before, on or after the Effective TimeDate, and regardless of whether resulting from any acts or omissions of Seller or its Representatives the Sellers (INCLUDING THOSE ARISING FROM THE SELLERS’ SOLE, JOINT JOINT, CONCURRENT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT)COMPARATIVE NEGLIGENCE, STRICT LIABILITY, LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES), FAULT) or the condition, including the environmental condition, condition of the Assets when acquired, including the following:
(a) Environmental environmental pollution or contamination, including pollution or contamination of the soil, groundwater, groundwater or air by HydrocarbonsHazardous Substances, drilling fluid and or other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources;
(b) Underground underground injection activities and waste disposaldisposal on the Assets;
(c) Cleanclean-up responses, and the cost of remediation, control, assessment, assessment or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, lagoons or subsurface storage tanks;
(d) Failure to comply non-compliance with applicable land use, surface disturbance, licensing, licensing or notification requirementsLaws or Orders;
(e) Disposal on the Assets disposal of any hazardous substancesHazardous Substances, wastes, materials, materials and products generated by or used in connection with the ownership, development, operation, ownership or abandonment of any part operation of the AssetsAssets before, on or after the Effective Date; and
(f) Nonnon-compliance with Environmental Laws (now or hereafter in effect)Laws.
Appears in 1 contract
Environmental Obligations. Provided Closing occurs, and except as expressly addressed in Section 4.12, Buyer assumes full responsibility and liability for the following occurrences, events, conditions, and activities on, or related to, or attributable to Seller’s ownership or operation of the Assets (the “"Environmental Obligations”") regardless of whether arising from Seller’s 's ownership or operation of, or relating to, the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives AND REGARDLESS OF WHETHER RESULTING FROM ANY ACTS OR OMISSIONS OF SELLER OR ITS REPRESENTATIVES (INCLUDING THOSE ARISING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S 'S REPRESENTATIVES), ) or the condition, including the environmental condition, condition of the Assets when acquired:
(a) Environmental pollution or contamination, including pollution or contamination of the soil, groundwater, or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources;
(b) Underground injection activities and waste disposal;
(c) Clean-up responses, and the cost of remediation, control, assessment, or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, or storage tanks;
(d) Failure to comply with applicable land use, surface disturbance, licensing, or notification requirements;
(e) Disposal on the Assets of any hazardous substances, wastes, materials, and products generated by or used in connection with the ownership, development, operation, or abandonment of any part of the Assets; and;
(f) Non-compliance with Environmental Laws (now or hereafter in effect); and
(g) Third-party Claims based on alleged damage to water xxxxx.
Appears in 1 contract
Samples: Purchase and Sale Agreement (High Plains Gas, Inc.)
Environmental Obligations. Provided Closing occurs, occurs and except as expressly to the extent not otherwise addressed in Section 4.12by the express provisions of this Agreement, Buyer assumes full responsibility and liability for the following occurrences, events, conditions, and activities on, or related to, or attributable to Seller’s ownership or operation of the Assets (the “Environmental Obligations”) regardless of whether arising from Seller’s ownership or operation of, or relating to, the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives (INCLUDING THOSE ARISING FROM THE SOLE, JOINT JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES), or the condition, including the environmental condition, of the Assets when acquired:OF
(a) Environmental pollution or contamination, including pollution or contamination of the soil, groundwater, or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources;
(b) Underground injection activities and waste disposal;
(c) Clean-up responses, and the cost of remediation, control, assessment, or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, or storage tanks;
(d) Failure to comply with applicable land use, surface disturbance, licensing, or notification requirements;
(e) Disposal on the Assets of any hazardous substances, wastes, materials, and products generated by or used in connection with the ownership, development, operation, or abandonment of any part of the Assets; and
(f) Non-compliance with Environmental Laws (now or hereafter in effect).
Appears in 1 contract
Samples: Purchase and Sale Agreement
Environmental Obligations. Provided Closing occurs, and except as expressly addressed in Section 4.12, Buyer assumes full responsibility and liability for the following occurrences, events, conditions, and activities on, or related to, or attributable to Seller’s ownership or operation of the Assets (the “Environmental Obligations”) regardless of whether arising from Seller’s ownership or operation of, or relating to, the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives (INCLUDING THOSE ARISING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES), or the condition, including the environmental condition, of the Assets when acquired:,
(a) Environmental pollution or contamination, including pollution or contamination of the soil, groundwater, or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources;
(b) Underground injection activities and waste disposal;
(c) Clean-up responses, and the cost of remediation, control, assessment, or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, or storage tanks;
(d) Failure to comply with applicable land use, surface disturbance, licensing, or notification requirements;
(e) Disposal on the Assets of any hazardous substances, wastes, materials, and products generated by or used in connection with the ownership, development, operation, or abandonment of any part of the Assets; and
(f) Non-compliance with Environmental Laws (now or hereafter in effect).
Appears in 1 contract
Samples: Purchase and Sale Agreement
Environmental Obligations. Provided Closing occurs, and except as expressly addressed in Section 4.12, Each Buyer assumes its respective Proportionate Share of full responsibility and liability for the following occurrences, events, conditions, and activities on, or related to, or attributable to Seller’s ownership or operation of the Assets (the “Environmental Obligations”) regardless of whether arising from Seller’s ownership or operation of, or relating to, the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives (INCLUDING THOSE ARISING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES), or the condition, including the environmental condition, of the Assets when acquired:
(a) Environmental pollution or contamination, including pollution or contamination of the soil, groundwater, or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources;
(b) Underground injection activities and onsite waste disposal;
(c) Clean-up responses, and the cost of remediation, control, assessment, or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, or storage tanks;
(d) Failure to comply with applicable land use, surface disturbance, licensing, or notification requirements;; and
(e) Disposal on the Assets of any hazardous substances, wastes, materials, and products generated by or used in connection with the ownership, development, operation, or abandonment of any part of the Assets; and
(f) Non-compliance with Environmental Laws (now or hereafter in effect).
Appears in 1 contract
Environmental Obligations. Provided Closing occurs, and except as expressly addressed in Section 4.12, Buyer assumes full responsibility and liability for the following occurrences, events, conditions, and activities on, or related to, or attributable to Seller’s ownership or operation of the Assets (the “Environmental Obligations”) regardless of whether arising from Seller’s ownership or operation of, or relating to, the Assets before or after the Effective Time, and regardless of whether resulting from any acts or omissions of Seller or its Representatives (INCLUDING THOSE ARISING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES), or the condition, including the environmental condition, of the Assets when acquired:
(a) Environmental pollution or contamination, including pollution or contamination of the soil, groundwater, or air by Hydrocarbons, drilling fluid and other chemicals, brine, produced water, NORM, asbestos containing materials, lead based paint, mercury, or any other substance, and any other violation of Environmental Laws or Laws now or hereafter in effect relating to the protection of natural resources;
(b) Underground injection activities and waste disposal;
; (c) Clean-up responses, and the cost of remediation, control, assessment, or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, or storage tanks;
(d) Failure to comply with applicable land use, surface disturbance, licensing, or notification requirements;
(e) Disposal on the Assets of any hazardous substances, wastes, materials, and products generated by or used in connection with the ownership, development, operation, or abandonment of any part of the Assets; and
(f) Non-compliance with Environmental Laws (now or hereafter in effect).
Appears in 1 contract