Common use of Purchaser’s Assumed Obligations Clause in Contracts

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: (a) The express and implied obligations, conditions and covenants under the terms of each Basic Document and all other contracts, agreements, instruments and orders to which the Assets are subject, and including, for the avoidance of doubt, liability for breach of any of the foregoing, whether such breach occurred prior to or after the Effective Time; (b) The responsibility for compliance with all applicable Laws, the maintenance of all Governmental Authorizations, and bonds required by Governmental Authorities relating to the Assets and including, for the avoidance of doubt, subject to Section 10.1.1, liability for breach of any of the foregoing, whether such breach occurred prior to or after the Effective Time; (c) The responsibility for royalties, overriding royalties, net profits interests, rentals, shut-in payments and all other burdens, charges or encumbrances to which the Oil & Gas Interests are subject and including, for the avoidance of doubt, subject to Section 10.1.1, liability for failures to pay any of the foregoing, whether such failure occurred with respect to Hydrocarbon production prior to or after the Effective Time; (d) The responsibility for proper accounting for and disbursement of production proceeds from the Oil & Gas Interests; (e) The responsibility for any liquid or gaseous Hydrocarbon imbalances existing as of the Effective Time in connection with any of the Assets; (f) The responsibility for any and all claims for personal injury or death or damage to property arising directly or indirectly from or incident to the use, occupation, ownership, operation or maintenance of any of the Assets, or the condition thereof and including, for the avoidance of doubt, subject to Section 10.1.1, liability for claims arising prior to or after the Effective Time; (g) The responsibility to properly plug, abandon and restore the Oil & Gas Interests, as provided in Section 10.2, the Environmental Obligations, as provided in Section 10.3; (h) All liabilities and obligations related to or otherwise arising out of Purchaser’s employment of the Transferred Employees solely to the extent arising after the Closing Date, and all other obligations assumed by Purchaser under the terms of this Agreement. Purchaser assumes full responsibility and liability for the Assumed Obligations without regard to whether the obligation (1) relates to an Asset as to which Purchaser is not the operator or (2) relates to the period of time prior to the Effective Time or between the Effective Time and the Closing Date.

Purchaser’s Assumed Obligations. At the Closing, but with effect from the Effective TimeDate, and subject to Section 10.1.1 10.1.1, Section 3.2 and Section 11.1(b)Purchaser’s rights under Article 11, Purchaser shall assume assume, and agree agrees 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), Date (all of which, subject to Section 10.1.1, shall constitute the “Assumed Obligations”). The Assumed Obligations include, without limitation, the following: (a) The express and implied obligations, conditions and covenants under the terms of each Basic Document and all other contracts, agreements, instruments and orders to which the Assets are subjectDocument, and including, for the avoidance of doubt, liability for breach of any of the foregoing, whether such breach occurred prior to or after the Effective TimeDate; (b) The responsibility for compliance with all applicable Laws, the maintenance of all Governmental Authorizations, and bonds required by Governmental Authorities relating to the Assets and including, for the avoidance of doubt, subject to Section 10.1.1, liability for breach of any of the foregoing, whether such breach occurred prior to or after the Effective TimeDate; (c) The responsibility for royalties, overriding royalties, net profits interests, rentals, shut-in payments and all other burdens, charges or encumbrances Burdens to which the Oil & and Gas Interests are subject and including, for the avoidance of doubt, subject to Section 10.1.1, liability for failures to pay any of the foregoing, whether such failure occurred with respect to Hydrocarbon production prior to or after the Effective TimeDate; (d) The responsibility for proper accounting for and disbursement of production proceeds from the Oil & and Gas Interests; (e) The responsibility for any liquid or gaseous Hydrocarbon imbalances existing as of the Effective Time Date in connection with any of the Assets; (f) The responsibility for any and all claims for personal injury or death or damage to property arising directly or indirectly from or incident to the use, occupation, ownership, operation or maintenance of any of the Assets, or the condition thereof and including, for the avoidance of doubt, subject to Section 10.1.1, liability for claims arising prior to or after the Effective Time;Date; and (g) The responsibility to properly plug, abandon and restore the Oil & and Gas Interests, as provided in Section 10.2, the Environmental Obligations, as provided in Section 10.3; (h) All liabilities and obligations related to or otherwise arising out of Purchaser’s employment of the Transferred Employees solely to the extent arising after the Closing Date, and all other obligations assumed by Purchaser under the terms of this Agreement. Purchaser assumes full responsibility and liability for the Assumed Obligations without regard to whether the obligation (1) relates to an Asset as to which Purchaser is not the operator or (2) relates to the period of time prior to the Effective Time Date or between the Effective Time Date and the Closing Date.

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)10.1.1, 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 Assets being acquired by such Purchaser arising prior and attributable to or the period after the Effective Time, other than in the case of 10.1(c), Time (all of which, subject to Section 10.1.1, shall constitute the “Assumed Obligations”). The Assumed Obligations include, without limitation, the following: (a) The express and implied obligations, conditions and covenants under the terms of each Basic Document and all other contracts, agreements, instruments and orders to which the Assets are subject, and including, for the avoidance of doubt, liability for breach of any of the foregoing, whether such breach occurred prior to or after the Effective Time;Document; and (b) The responsibility for compliance with all applicable Laws, the maintenance of all Governmental Authorizations, and bonds required by Governmental Authorities relating to the Assets and including, for the avoidance of doubt, subject to Section 10.1.1, liability for breach of any of the foregoing, whether such breach occurred prior to or after the Effective Time;; and (c) The responsibility for royalties, overriding royalties, net profits interests, rentals, shut-in payments and all other burdens, charges or encumbrances to which the Oil & Gas Interests are subject and including, for the avoidance of doubt, subject to Section 10.1.1, liability for failures to pay any of the foregoing, whether such failure occurred with respect to Hydrocarbon production prior to or after the Effective Time;; and (d) The responsibility for proper accounting for and disbursement of production proceeds from the Oil & Gas Interests;; and (e) The responsibility for any liquid or gaseous Hydrocarbon imbalances Imbalances existing as of the Effective Time in connection with any of the Assets;; and (f) The responsibility for any and all claims for personal injury or death or damage to property arising directly or indirectly from or incident to the use, occupation, ownership, operation or maintenance of any of the Assets, or the condition thereof and including, for the avoidance of doubt, subject to Section 10.1.1, liability for claims arising prior to or after the Effective Time;thereof; and (g) The responsibility to properly plug, abandon and restore the Oil & Gas Interests, as provided in Section 10.2, the Environmental Obligations, as provided in Section 10.3; (h) All liabilities and obligations related to or otherwise arising out of Purchaser’s employment of the Transferred Employees solely to the extent arising after the Closing Date, and all other obligations assumed by Purchaser under the terms of this Agreement. Purchaser assumes full responsibility and liability for the Assumed Obligations without regard to whether the obligation (1) relates to an Asset as to which Purchaser is not the operator or (2) relates to the period of time prior to the Effective Time or between the Effective Time and the Closing Date.