Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access Agreement, from and after the Closing Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, arising on or after the Effective Time, to the extent relating to the use, ownership or operation of the Assets, including but not limited to obligations to (i) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (ii) pay working interests, royalties, overriding royalties and other interest owners, revenues or proceeds attributable to sales of Hydrocarbons relating to the Assets, including those held in suspense, and (b) all obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (i) properly plug and abandon any and all Xxxxx, including inactive Xxxxx or temporarily abandoned Xxxxx, drilled on the Properties or otherwise pursuant to the Assets, (ii) replug any Well, wellbore, or previously plugged Well on the Properties to the extent required or necessary, (iii) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Properties or otherwise pursuant to the Assets, (iv) clean up, restore and/or Remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, and Environmental Laws, and (v) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of Seller to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following:
Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XII and Buyer’s remedies for Title Defects in Article XI, from and after the Closing, Buyer shall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, to the extent arising from, based upon, related to or associated with the Conveyed Interests, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including such obligations and Liabilities under the Applicable Contracts (but, in the case of Applicable Contracts, only from and after the Effective Time); provided, Buyer does not assume (and the Assumed Obligations shall not include) any claims for which Seller or any Selling Subsidiary is required to indemnify Buyer pursuant to this Article XII, or pay pursuant to Section 14.2 or 14.5 (the “Assumed Obligations”).
Assumption by Buyer. From and after Closing, Buyer agrees to assume, perform, pay, and fully discharge any and all of the losses, costs, Damages, liabilities and obligations or alleged or threatened losses, costs, Damages, liabilities and obligations of any of the Seller Parties that arise or first occurred before or after the Effective Time in respect of the Subject Assets that are not expressly retained by Seller as Retained Liabilities under Section 18(a).
Assumption by Buyer. Buyer hereby assumes all of Seller’s obligations under the Service Contracts accruing after the Closing and arising out of Seller’s obligations accruing after the Closing under the Service Contracts or related to Seller’s obligations accruing after the Closing with respect to the Transferred Assets.
Assumption by Buyer. Buyer hereby accepts such assignment and transfer from Seller and Subsidiary and Buyer hereby assumes all of the Assumed Liabilities, and will promptly pay, perform and discharge all of the covenants and obligations of all of the Assumed Liabilities, including all of the covenants, agreements and obligations contained in the Contracts and Commitments.
Assumption by Buyer. Without limiting Buyer’s rights to indemnity by Sellers under this Section 12.1, or to adjustments to the Purchase Price pursuant to Article III, from and after Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and Liabilities, known or unknown, arising from, based upon, related to or associated with the Assets at or after the Effective Time, including obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, however, that Buyer does not assume any obligations or Liabilities to the extent that they are (the following being “Retained Obligations”):
Assumption by Buyer. Effective as of the date of this Agreement, Buyer hereby purchases, acquires and accepts the sale, conveyance, assignment and transfer of the Assets (including, without limitation, the Assigned Contracts), and assumes all of Seller’s right, title and interest of Seller, in, to and under the Assumed Liabilities and assumes all of Seller’s obligations to pay, fully satisfy, discharge and perform as and when due all of the Assumed Liabilities.
Assumption by Buyer. Effective as of the Closing, Buyer hereby accepts the sale, transfer, conveyance, assignment and delivery of the Transferred Assets owned by each Seller and the assignment of the Assumed Liabilities of each Seller, and assumes all of such Seller’s obligations to pay, fully satisfy, discharge and perform as and when due all of the Assumed Liabilities of Sellers. Buyer does not assume any Excluded Liabilities under this Agreement or the Purchase Agreement, and Buyer and Sellers hereby agree that all Excluded Liabilities of each Seller shall remain the sole responsibility of said Seller.
Assumption by Buyer. Buyer hereby assumes and agrees to pay, perform and discharge all obligations for future performance solely from and after the Closing Date under the Assumed Contracts. Notwithstanding anything to the contrary contained herein, or in any other agreement or instrument , Buyer shall not assume or be responsible for any cure amounts of any kind or nature whatsoever in respect of any Assumed Contract for any period prior to the Closing Date. Buyer does not assume, and shall not be liable for, any of the Excluded Liabilities (as defined in Section 2.4 of the Agreement).
Assumption by Buyer. On and as of the Effective Date, on the terms and subject to the conditions set forth in this Agreement, Buyer assumes and agrees to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, (collectively referred to herein as the “Assumed Liabilities”) and no others:
