Purchaser’s Assumed Obligations Sample Clauses

Purchaser’s Assumed Obligations. At the Closing, but with effect from the Effective Time, and subject to Section 10.1.1 and Section 11.1(b), Purchaser shall assume and agree to fulfill, perform, pay and discharge all of the obligations and liabilities arising from, related to or connected with the ownership and operation of the Assets, whether arising prior to or after the Effective Time, other than in the case of 10.1(c), (all of which, subject to Section 10.1.1, shall constitute the “Assumed Obligations”). The Assumed Obligations include, without limitation, the following:
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Purchaser’s Assumed Obligations. After the Closing, PURCHASER shall assume and perform all of the rights, duties, obligations and liabilities of ownership of the Oil & Gas Interests, as follows:
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Purchaser’s Assumed Obligations. Purchaser hereby fully assumes and shall assume and perform all of the duties, obligations and liabilities of ownership of the Oil & Gas Interests from the Effective Time, including without limitation, as follows:
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Purchaser’s Assumed Obligations. Except for the Retained Liabilities, Purchaser shall assume, and pay, perform and discharge when due, all liabilities and obligations relating to the Assets, whether arising before or after the Closing, whether known or unknown, including all Environmental Claims relating to the pre- and post-Closing ownership or operation of the Assets, and including any withdrawal liability under any multiemployer plan which is triggered by an action or event after the Closing (the “Assumed Liabilities”).
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Purchaser’s Assumed Obligations. From and after Closing, Purchaser shall assume and hereby agrees to fulfill, perform, pay and discharge all duties, obligations and liabilities, known or unknown, with respect to the Purchased Assets and Purchased Entities, to the extent arising from, attributable to or otherwise related to any of the following (the “Assumed Obligations”):
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Purchaser’s Assumed Obligations. 48 8.2 PLUGGING AND ABANDONMENT OF WELLX, XXMOVAL OF PLATFORMS & FACILITIES.............49 SECTION 9 - DISCLAIMER OF WARRANTY / INDEMNIFICATION...............................................50 9.1 SALE ............................................................................50 9.2 DISCLAIMER REGARDING OIL & GAS INTERESTS.........................................51 9.3
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Purchaser’s Assumed Obligations. 64 10.1 Purchaser’s Assumed Obligations 64 10.2 Plugging and Abandonment of Xxxxx, Removal of Facilities 65 10.3 Environmental Obligations 66 ARTICLE 11 INDEMNIFICATION 67 11.1 Indemnification 67 11.2 Exclusive Remedy 71 11.3 Midstream Parent Guarantee 71 ARTICLE 12 CASUALTY LOSS 72 12.1 Casualty Loss prior to Closing 72 12.2 Limitation 72 ARTICLE 13 TERMINATION 73 13.1 Termination 73 13.2 Effect of Termination 74
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Purchaser’s Assumed Obligations. After the Closing, but with effect from the Effective Time, and subject to Section 7.1.1, Purchaser shall assume and perform all of the rights, duties, obligations and liabilities of ownership of the Oil & Gas Interests, as follows (all of which, subject to Section 7.1.1, shall constitute the “Assumed Obligations”):
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Related to Purchaser’s Assumed Obligations

  • Assumed Obligations At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • No Assumed Obligations Notwithstanding any provision in this Agreement or any other writing to the contrary, Purchaser is acquiring only the Assigned Interests and is not assuming any liability or obligation of the Company or any of its Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether under any Transaction Document or otherwise. All such liabilities and obligations shall be retained by and remain obligations and liabilities of the Company or its Affiliates (the “Excluded Liabilities and Obligations”).

  • Retained Obligations Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Buyer's Closing Obligations At Closing, Buyer shall deliver to Seller the following:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall:

  • Liabilities Assumed by Assuming Institution The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

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