Common use of Environmental Obligations Clause in Contracts

Environmental Obligations. Provided Closing occurs and to the extent not otherwise addressed by 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 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 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).

Environmental Obligations. Provided Closing occurs and to the extent not otherwise addressed by 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 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 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).

Environmental Obligations. Provided Closing occurs Upon and after the Closing, subject to the extent not otherwise addressed by the express provisions of this AgreementPurchaser’s indemnity rights under Section 10.8, Buyer Purchaser assumes full responsibility and liability for the following occurrences, events, 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, 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 EXCLUDING 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 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 Laws, including Laws relating to the protection of natural resources, Environmental Laws and requirements (now or hereafter in effect)) of applicable Governmental Authorities.

Environmental Obligations. Provided Closing occurs and Except to the extent included within Seller’s Retained Obligations for which Seller has an indemnity obligation hereunder, and except to the extent of any of the below attributable to any portion of the Subject Properties not otherwise addressed by conveyed to Buyer hereunder (the express provisions of this Agreement“Seller Environmental Obligations”), upon and after Closing, subject to Section 5.3, Buyer assumes full responsibility and liability for the proportionate share attributable to the Conveyed Interests of all of the following occurrences, events, conditions and activities on, on or related toto the Conveyed Interests, 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 ofof the Conveyed Interests before, or relating to, the Assets before on or after the Effective Time, Time and regardless of whether resulting from any acts or omissions (other than gross negligence or willful misconduct) of Seller or any of its Representatives Affiliates, or any of its or their respective officers, directors, members, managers, owners, employees, agents or partners (INCLUDING THOSE ARISING FROM THE SOLE, JOINT JOINT, CONCURRENT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER'S REPRESENTATIVESITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS OR PARTNERS, BUT EXCLUDING IN EACH CASE THOSE ARISING FROM ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) or the condition, including the environmental condition of the Assets Conveyed Interests when acquired:acquired (collectively, “Buyer Environmental Obligations”): (a) Environmental the proportionate share attributable to the Conveyed Interests of environmental pollution or contaminationcontamination of any nature or type (including any pollution or contamination resulting from migration to or from the Conveyed Interests), including pollution or contamination of the soil, groundwater or air by Hydrocarbons, 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 the proportionate share attributable to the Conveyed Interests of underground injection activities and waste disposaldisposal on the Conveyed Interests; (c) Cleanthe proportionate share attributable to the Conveyed Interests of 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 subsurface storage tanks; (d) Failure the proportionate share attributable to comply the Conveyed Interests of non-compliance with applicable land use, surface disturbance, licensing or notification requirementsrules, regulations, demands or orders of appropriate state or federal regulatory agencies; (e) Disposal the proportionate share attributable to the Conveyed Interests of disposal on the Assets Conveyed Interests of any hazardous substances, wastes, materials and products generated by or used in connection with the ownership, development, ownership or operation or abandonment of any part of the AssetsConveyed Interests; and (f) Nonthe proportionate share attributable to the Conveyed Interests of non-compliance with Environmental Laws (now or hereafter in effect)Laws.

Environmental Obligations. Provided Closing occurs and to the extent not otherwise addressed by 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 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, 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 ’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 Laws, including Laws relating to the protection of natural resources, Environmental Laws and requirements (now or hereafter in effect)) of applicable Governmental Authorities.

Environmental Obligations. Provided Closing occurs and to the extent not otherwise addressed by 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 TimeClosing Date, 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 LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER'S ’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 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); and (g) Notwithstanding the other provisions of this Agreement, if after the Closing, but in no event later than July 31, 2010, any third party or Buyer asserts an Environmental Claim pertaining to the Assets or any portion thereof that arises from an act, omission, condition, or other event which (i) occurred prior to the Closing Date and (ii) the out-of-pocket costs of resolving such Environmental Claim, including the cost to remediate in accordance with applicable Environmental Laws, or damages incurred with respect thereto, exceeds Thirty Five Thousand Dollars ($35,000.00) net to Seller's interest (individually a "Retained Environmental Liability" and collectively the "Retained Environmental Liabilities"), Buyer may notify Seller in writing to assume such Environmental Claim relating to such Retained Environmental Liabilities in accordance with the terms of this Section 12.04(g). For purposes of this Section 12.04(g), “Environmental Claim” shall mean any Claim asserted by any Governmental Authority or any person, corporation, or other entity, including Buyer, that constitutes an Environmental Defect as such term is defined in Section 4.10(a) hereof. Such written notice shall describe the details known to Buyer of the Environmental Claim relating to such Retained Environmental Liability, and Buyer shall concurrently furnish to Seller all information available to Buyer relating to such Environmental Claim. If Buyer timely notifies Seller of such Environmental Claim relating to a Retained Environmental Liability on or before July 31, 2010, Seller shall retain the risk, cost, expense, and liability related to such Retained Environmental Liability. It is agreed that Seller and Buyer will cooperate with each other in connection with the disposition of any Retained Environmental Liability, which disposition may require either remediation or such other disposition as Seller and Buyer shall mutually agree. However, for Assets which were operated by Seller prior to the Closing Date, if Seller and Buyer are unable to agree upon the disposition of the Retained Environmental Liability, Seller shall be required to either have the affected Asset reassigned to Seller and refund the Allocated Value of such affected Asset to Buyer net of its revenues and expenses, or remediate or otherwise resolve same, in either event, at its sole risk, cost, expense, and liability in accordance with applicable Environmental Law and to Buyer’s reasonable satisfaction, and for non-operated Assets, Seller shall either have the affected Asset reassigned to Seller and refund the Allocated Value of such affected Asset to Buyer net of its revenues and expenses, or pay to Buyer the share of costs required to remediate or otherwise resolve the Retained Environmental Liability, in either event, at its sole risk, cost, expense, and liability in accordance with applicable Environmental Law and to Buyer’s reasonable satisfaction. As to either operated or non-operated Assets affected by a Retained Environmental Liability and to which Seller and Buyer are unable to agree as to the manner of remediation or other resolution, Seller may elect to submit such issue to arbitration in accordance with the provisions of Section 4.13 and upon the decision by the arbitrator, Seller shall either perform such decided remediation or other resolution or pay Buyer in accordance with such decision, or have the affected Asset(s) reassigned to Seller and refund the Allocated Value of such affected Asset to Buyer net of its revenues and expenses, with whichever course is decided to be at Seller’s sole risk, cost, expense, and liability. Seller shall release and indemnify, defend and hold Buyer and its Representatives harmless from and against any and all Claims caused by, resulting from, or incidental to any of the Assets reassigned to Seller pursuant to this Section 12.04(g). Notwithstanding the provisions of this Section 12.04(g), Seller shall have no obligation under this Section 12.04(g) unless the aggregate value of all Retained Environmental Liabilities exceeds Two Hundred Fifty Thousand Dollars ($250,000.00), which amount is a threshold, not a deductible, and if such threshold is exceeded, the obligations provided in this Section 12.04(g) shall be from the first dollar. The provisions of this Section 12.04(g) shall have no applicability to the Plugging and Abandonment Obligations addressed in Section 12.03, but this Section 12.04(g) shall not absolve Seller from any of its Retained Obligations.

Environmental Obligations. Provided Closing occurs and to the extent not otherwise addressed by 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 ’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 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 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).

Environmental Obligations. Provided Closing occurs Upon and to the extent not otherwise addressed by the express provisions of this Agreementafter Closing, Buyer Purchaser assumes full responsibility any and liability for the following occurrencesall liabilities and obligations arising out of, events, conditions and activities on, or related to, or attributable to Seller's ownership or operation connected with, the environmental condition of the Assets acquired by such Purchaser (the "“Environmental Obligations") ”), including without limitation, claims arising out of the following circumstances, conditions, occurrences, events and activities on or related to the Assets, regardless of whether arising from Seller's ownership or operation ofoccurring, or relating to, the Assets before arising 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) prior to the Effective Time or the condition, including the environmental condition of the Assets when acquired: (a) Environmental pollution or contamination, including pollution or contamination of the soil, subsurface, groundwater or air by Hydrocarbons, drilling fluid and other chemicalshydrocarbons, brine, produced waterhazardous wastes, NORMhazardous substances, asbestos containing materialsasbestos, 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 resourcesotherwise; (b) Underground injection activities and waste disposaldisposal occurring on any of the Properties; (c) Clean-up Cleanup responses, and the cost of remediation, control, assessment or compliance compliance, with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons or storage tankspollution; (d) Failure to comply with applicable land use, surface disturbance, licensing or notification requirements; (e) Disposal on the Assets Properties of any hazardous substances, wastes, materials materials, and products generated by or used in connection with the ownership, development, ownership or operation or abandonment of any part of the AssetsProperties; and (fe) Non-compliance with Compliance or noncompliance with, or satisfaction of remedies (to include, but not be limited to, cost reimbursement, fines and/or penalties, if any) provided under any Environmental Laws Law excluding fines or penalties arising before the Effective Time. Notwithstanding the foregoing, the Environmental Obligations do not include any Losses related to, arising out of, or resulting from (now i) the disposal or hereafter in effect)transportation of any Hazardous Substances from any of the Assets to any location not on the Assets or lands unitized therewith prior to the Closing, or (ii) fines, penalties or other similar monetary obligations levied by any Governmental Authority arising out of Seller’s or its Affiliates’ ownership and operation of the Assets prior to the Closing.

Environmental Obligations. Provided Closing occurs and Notwithstanding anything to the extent not otherwise addressed by contrary within the express provisions of Completion Documents or this Agreement, Buyer assumes full responsibility the Purchaser will be responsible for and liability for shall indemnify and hold the Seller and the Seller’s Affiliates harmless from and against all duties, obligations, liabilities, costs (including legal costs) and Claims arising from, under or in respect of the ownership or use of the Transferred Interests and/or the Field Facilities and/or in connection with the Transferred Interests and relating to the following environmental occurrences, eventsevents and activities, 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 ofbefore, or relating to, the Assets before on or after the Effective Time, Economic Date and regardless of whether resulting from any acts or omissions omissions, negligence or breach of duty, whether statutory or otherwise, of the 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) Affiliates or the condition, including the environmental condition of the Assets when acquiredTransferred Interests (the “Environmental Obligations”), including without limitation: (a) Environmental any surface or subsurface contamination or pollution of the atmosphere, land, groundwater, or any watercourse or body of water or man-made structure above or below ground due to the proper or improper discharge, treatment, release, escape or disposal (onsite or offsite) of any waste material, hazardous waste or any other waste in connection with the operation of the Field Facilities and the Contract Area; (b) the clean‑up or containment of spills, waste, pollution or contamination, including pollution pollution, radiation or contamination other resulting toxic or other substance on or below any part of the soilField Facilities and the Contract Area or removal of debris from or reinstatement of any area of land, groundwater foreshore, sea 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 disposalseabed; (c) Clean-up responses, and the cost underground injection of remediation, control, assessment produced water or compliance with respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons other chemicals or storage tanks;materials; and (d) Failure compliance or failure to comply with applicable land useEnvironmental Laws and government environmental rules, surface disturbanceregulations, licensing or notification requirements; (e) Disposal on the Assets of any hazardous substances, wastes, materials orders and products generated by or used requirements in connection with the ownershipTransferred Interests and the Contract Area. Notwithstanding the above, development, operation nothing in this clause 7.5 shall require the Purchaser to reimburse or abandonment of repay to the Seller and/or its Affiliates any part of amounts which: (i) accrued in the Assetsperiod prior to the Economic Date and which have been paid by the Seller and/or its Affiliates prior to the Execution Date; and and/or (fii) Non-compliance with Environmental Laws (now or hereafter in effect)are recovered by the Seller and/or its Affiliates pursuant to any insurance policies related to the Transferred Interests.