Buyer’s Assumed Liabilities. Without limiting the indemnity provisions set forth in Section 14.3 (but subject to the terms of this Agreement), effective as of Closing, Buyer hereby assumes and agrees to pay, perform, fulfill, and discharge all obligations, duties, liabilities and other Losses with respect to, arising from, based upon, or attributable to the Assets, regardless of whether such obligations, duties, liabilities, and other Losses arose prior to, on, or after the Effective Time (the “Assumed Liabilities”), including (a) the Assumed Environmental Liabilities, (b) the administration and payment of the Suspense Funds, (c) those applicable to or related to the ownership, development, exploration, operation, and maintenance of the Assets and the production, transportation, processing, and marketing of Hydrocarbons from the Assets, including the payment of Property Expenses, whether imposed under or required by applicable Contracts, the Leases, applicable Law, or otherwise, (d) the administration and payment of Burdens on the Assets, (e) the Plugging and Abandonment Obligations, (f) Losses relating to or arising from any contamination or condition arising out of or attributable to any offsite disposal, removal, arrangement, or transportation of Hazardous Substances from the Assets as governed by applicable Law, (g) the performance and discharge of all obligations, covenants, and agreements arising from or relating to the Leases and Contracts or other agreements included within the Assets, (h) the make-up and balancing obligations for gas from the Xxxxx, including any Imbalance Volumes, and (i) those matters described in Section 14.2(f) as of 12:00 a.m., local time, on the calendar day immediately following the date that is one year after the Closing Date; provided, however, the Assumed Liabilities do not include, in all instances, (A) the Retained Liabilities, (B) matters that are subject to indemnification pursuant to Section 14.3(b) only for the period under Section 14.9 in which Seller is providing indemnity for such items, and (C) Losses to the extent caused by, arising out of, or resulting from the Excluded Assets. By assuming any liabilities or obligations in this Section 14.1, Seller and Buyer do not intend to admit, and are not deemed to have admitted, any liability to any third Person. Buyer’s assumption of the Assumed Liabilities shall not affect the Parties’ agreement with respect to adjustments to the Cash Consideration under Section 2.3 or Section 13.1.
Buyer’s Assumed Liabilities. On the Closing Date, Buyer shall assume and, thereafter, discharge fully only the following liabilities of Seller accrued after the Cut-off Time: (i) all of the obligations of Seller to the Accountholders under the Account Agreements; (ii) any expenses related to the Accounts and the activity thereon; (iii) all obligations of Seller under the lease for the Leased Property; and (iv) all obligations of Seller under (A) the lease and/or license agreements with third party software vendors and (B) the assumed contracts, each as listed in Schedule 2.2(a)(xii) (collectively, the “Assumed Liabilities”). Except as provided in this Section 2.4(a), Buyer shall not assume any liability, indebtedness or obligation of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise (collectively, the “Excluded Liabilities”).
Buyer’s Assumed Liabilities. Buyer agrees to pay and discharge when due, in accordance with its normal practices as such may be from time to time, but subject to its right to contest and defend the same in its sole discretion, all of the Assumed Liabilities.
Buyer’s Assumed Liabilities. Without limiting the indemnity provisions set forth in Section 15.3 and Section 15.4 or Buyer’s and Seller’s rights and obligations under Section 5.1(b) or Section 5.1(c), and less and except the Retained Liabilities, at Closing, Buyer shall assume all obligations, liabilities, and Losses of any kind whatsoever relating or incidental to the ownership, or operation of the Assets in each case to the extent that the acts, omissions, events or conditions giving rise to such obligation, liability, or other Loss arise or occur (a) on or after the Closing Date, or (b) with respect to the Environmental Liabilities, before, on, or after the Closing Date (collectively, the “Assumed Liabilities”), including, to the extent consistent with the foregoing, obligations and liabilities relating or incidental to:
Buyer’s Assumed Liabilities. With the exception of the Retained Liabilities, as of the Closing Date, Buyer shall assume all liabilities or obligations relating to the Property (including its use and ownership thereof) after Closing has occurred (“Assumed Liabilities”); provided, however, that Buyer assumes no liability for any operations of Seller conducted on the Property prior to Closing.
