Common use of Assumption by Buyer Clause in Contracts

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000, 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) all obligations and Liabilities, known or unknown, with respect to the Conveyed Interests, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including but not limited to obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed Interests, including obligations to (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed Interests, (c) pay the proportionate share attributable to the Conveyed Interests to properly plug and abandon any and all Xxxxx, including temporarily abandoned Xxxxx, (d) pay the proportionate share attributable to the Conveyed Interests to 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 Conveyed Interests, (e) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests in accordance with applicable agreements and Laws, (f) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) (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 attributable to the Conveyed Interests to the extent that they are:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Access Agreement, from and after the Closing, 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 Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, arising on or after the Effective Time, including but not limited to obligations and Liabilities the extent relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including but not limited to obligations to (ai) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (bii) pay working interests, royalties, overriding royalties and other interest owners’ , revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed Interests, (c) pay the proportionate share attributable relating to the Conveyed Interests 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, (d) pay drilled on the proportionate share attributable Properties or otherwise pursuant to the Conveyed Interests 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 Conveyed InterestsAssets, (eiv) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate Remediate the premises covered by or related to the Conveyed Interests Assets (including any Environmental Conditions) in accordance with applicable agreements and agreements, Laws, and Environmental Laws, and (fv) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) 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 attributable to the Conveyed Interests to the extent that they areare (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 XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Title Indemnity Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Environmental Indemnity 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 and discharged) all obligations and Liabilities, known or unknown, with respect to the Conveyed InterestsAssumed Xxxxxx (subject to Section 6.8) and the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including but not limited to obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including obligations to (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation ContractsApplicable Contracts included in the Assets, (b) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from Hydrocarbons, including those held in suspense (including those amounts for which the Conveyed InterestsPurchase Price was adjusted pursuant to Section 3.3(b)(vi)) to the extent attributable to the Assets, (c) pay the proportionate share attributable to the Conveyed Interests to properly plug and abandon any and all xxxxx and pipelines, including Future Xxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, drilled on the Assets, (d) pay to replug any well, wellbore or previously plugged Well on the proportionate share attributable Assets to the Conveyed Interests to extent required or necessary under applicable Laws or under Applicable Contracts, (e) dismantle or decommission and remove any Personal Property and other property of whatever kind located on the Assets related to or associated with operations and activities conducted by whomever on the Properties or otherwise pursuant to the Conveyed Interests, (e) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests in accordance with applicable agreements and LawsAssets, (f) pay clean up and/or remediate the proportionate share attributable to the Conveyed Interests to Assets in accordance with any Applicable Contracts and applicable Laws, and (g) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) 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 assume, and the Assumed Obligations do not include, any of the Retained Obligations. Seller retains any and all obligations or Liabilities of Seller attributable to the Conveyed Interests and Liabilities, to the extent that they such obligations or Liabilities (the “Retained Obligations”) are:

Assumption by Buyer. Without limiting Except as otherwise provided herein (including in Section 14.1(b)) and subject to Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Section 12.2, from and after the Closing, Closing Buyer assumes 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, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including but not limited to obligations and Liabilities relating in any manner to the useownership, ownership operation or operation use of the Conveyed InterestsAssets, including obligations to (a) to furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) to pay working interestsWorking Interests, royalties, overriding royalties Royalties and other interest owners’ revenues or proceeds attributable to sales the sale of Hydrocarbons produced from or attributable to the Conveyed InterestsAssets after the Effective Time (including any such payments held in suspense that are transferred to Buyer pursuant to Section 2.1(o)), (c) pay the proportionate share attributable to the Conveyed Interests to properly plug, re-plug and abandon any and all XxxxxWells, including temporarily abandoned Xxxxxwells, wellbores, or previously plugged Xxxxx on the Properties to the extent required or necessary, (d) pay the proportionate share attributable to the Conveyed Interests to 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 Conveyed InterestsAssets, (e) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests Assets in accordance with applicable agreements and Laws, including Environmental Laws, (f) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, owner or operator from and after the Effective Time under the Leases and the Applicable Contracts, Contracts or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxesagreements and Laws, and (g) to pay the proportionate share of the Liabilities attributable for actual or claimed property damage, personal injury or death relating to the action described under No. 2 in Schedule 4.7 with respect Assets and (h) to the ownership dispose of or operation transport of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) any Hazardous Substances (all of said obligations and Liabilities, subject to the exclusions below, Liabilities herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of for which Seller attributable is required to the Conveyed Interests indemnify Buyer pursuant to the extent that they are:this Article XII.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Title Indemnity Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Environmental Indemnity Agreement, from and after the Closing, if Closing occurs, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or and discharged) all obligations and Liabilities, known or unknown, with respect to the Conveyed Interests, Assets regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including but not limited to obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including obligations to (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from Hydrocarbons, including those held in suspense (including those amounts for which the Conveyed InterestsPurchase Price was adjusted pursuant to Section 3.3(b)(vii)), (c) pay the proportionate share attributable to the Conveyed Interests to properly plug and abandon any and all xxxxx and pipelines, including Future Xxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, drilled on the Assets, (d) pay to replug any well, wellbore or previously plugged Well on the proportionate share attributable Assets to the Conveyed Interests to extent required or necessary, (e) 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 Conveyed InterestsAssets, (ef) pay the proportionate share attributable to the Conveyed Interests to clean up, restore up and/or remediate the premises covered by or related to the Conveyed Interests Assets in accordance with applicable agreements Contracts and Laws, and (fg) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) 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 attributable to the Conveyed Interests to the extent that they are:are Seller Retained Obligations pursuant to Section 13.2.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any title or environmental indemnity agreement entered into by adjustments to the Parties Purchase Price pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Section 2.4, 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) all obligations and Liabilities, known or unknown, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including including, but not limited to to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including such as obligations to (a) to: furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed InterestsAssets, (c) including those held in suspense, pay the proportionate share attributable to the Conveyed Interests Assets to properly plug and abandon any and all Xxxxxxxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, (d) located on the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Conveyed Interests Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, pay the proportionate share attributable to the Assets to 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 Conveyed InterestsAssets, (e) pay the proportionate share attributable to the Conveyed Interests Assets to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests Assets in accordance with applicable agreements Applicable Contracts and Laws, (f) and pay the proportionate share attributable to the Conveyed Interests Assets to perform all obligations applicable to or imposed on the lessee, owner, owner or operator under the Leases and the Applicable Contracts, or as required by any Law Law, including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable Taxes related to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) Assets (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 SM Energy attributable to the Conveyed Interests Assets to the extent that they are:such obligations or Liabilities consist of any of the following (the “Retained Obligations”):

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000XIII, 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) all of the following (but solely to the extent attributable to the Conveyed Interests): (i) obligations and Liabilities, known or unknown, arising from, based upon or associated with respect the Conveyed Interests arising from and after the Effective Time, relating in any manner to the use, ownership or operation of the Conveyed Interests; and (ii) obligations and liabilities, known or unknown, arising from, based upon or associated with the Conveyed Interests, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including but not limited to obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed Interests, including obligations to obligations: (a) to furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, ; (b) to pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed Interests, including those held in suspense; (c) to pay the proportionate share attributable to the Conveyed Interests to properly plug and abandon any and all Xxxxxxxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, located on the Properties; (d) to pay the proportionate share attributable to the Conveyed Interests to replug any well, wellbore, or previously plugged well on the Properties to the extent required by Law or otherwise necessary; (e) to pay the proportionate share attributable to the Conveyed Interests to 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 Conveyed Interests; (f) except to the extent Seller is required to do so pursuant to Section 6.1(b), (e) to pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests in accordance with applicable agreements Contracts and Laws, ; and (fg) to pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) (all of said obligations and Liabilities, subject to the exclusions exclusion below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of Seller attributable to Liabilities, known or unknown, arising from, based upon or associated with the Conveyed Interests arising prior to the extent that they areEffective Time, relating in any manner to the use, ownership or operation of the Conveyed Interests, other than those specifically addressed above (collectively, the “Seller’s Retained Obligations”). Notwithstanding anything to the contrary herein, the Seller’s Retained Obligations shall include:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Title Indemnity Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Environmental Indemnity 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 and discharged) all obligations and Liabilities, known or unknown, with respect to the Conveyed InterestsRTP Assets (including the actions, suits, proceedings or other circumstances or conditions, if any, set forth in Seller’s Disclosure Schedules) to the extent arising on or after the Effective Time, (or, with respect to Title Defects or Environmental Defects, regardless of whether such obligations or Liabilities with respect to such Title Defects or Environmental Defects arose prior to, on or after the Effective Time, ) including but not limited to obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsRTP Assets, including obligations to (a) furnish makeup gas and/or settle Imbalances attributable (including Imbalances in which the Cash Amount was adjusted pursuant to the Conveyed Interests Section 3.2(b)(vi)) according to the terms of applicable gas sales, processing, gathering or transportation the Midstream Contracts, (b) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from Hydrocarbons, including those held in suspense (including those amounts for which the Conveyed InterestsCash Amount was adjusted pursuant to Section 3.2(b)(v)), (c) pay the proportionate share attributable to the Conveyed Interests to properly plug and abandon any and all xxxxx and pipelines, including Future Xxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, drilled on the RTP Assets, (d) pay to replug any well, wellbore or previously plugged Well on the proportionate share attributable RTP Assets to the Conveyed Interests to extent required or necessary, (e) 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 Conveyed InterestsRTP Assets, (ef) pay the proportionate share attributable to the Conveyed Interests to clean up, restore up and/or remediate the premises covered by or related to the Conveyed Interests RTP Assets in accordance with applicable agreements Contracts and Laws, and (fg) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) 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 attributable to the Conveyed Interests to the extent that they are:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Title Indemnity Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Environmental Indemnity 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 and discharged) all obligations and Liabilities, known or unknown, with respect to the Conveyed Interests, regardless of whether such obligations or Liabilities arose prior to, on or Assets arising after the Effective Time, including but not limited to Time and all obligations and Liabilities (a) relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets from and after the Effective Time, including obligations (b) relating in any manner to the Remediation of any Environmental Condition attributable to an Environmental Defect with respect to which Seller has elected the option set forth in Section 6.1(b)(i), (ac) to furnish makeup gas and/or settle any Imbalances for which an adjustment to the Purchase Price is made pursuant to Section 3.3 and any other Imbalances attributable to any period of time after the Conveyed Interests according Effective Time, in each case, pursuant to the terms of the applicable gas sales, processing, gathering or transportation ContractsContract, (bd) except to the extent described in Section 13.1(iv), to pay working interestsWorking Interests, royalties, overriding royalties royalties, and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed InterestsHydrocarbons, including those held in suspense or escrow, (ce) pay the proportionate share attributable to the Conveyed Interests to properly plug and abandon any and all Xxxxx, pipelines and Xxxxx (including inactive Xxxxx or temporarily abandoned Xxxxx) in each case, regardless of whether such liability to properly plug and/or abandon any pipeline and/or Well arose prior to, on or after the Effective Time, (df) pay to replug any Well, wellbore or previously plugged Well, in each case, regardless of whether such liability to replug any such Well or wellbore arose prior to, on or after the proportionate share attributable to the Conveyed Interests Effective Time, (g) to 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 Assets, regardless of whether such liability to dismantle or otherwise pursuant to decommission and remove any such Personal Property or property arose prior to, on or after the Conveyed InterestsEffective Time, (eh) pay the proportionate share attributable to the Conveyed Interests to clean up, restore up and/or remediate the premises covered by or related to the Conveyed Interests Assets in accordance with Laws and applicable agreements Contacts, regardless of whether such liability to clean up and/or remediate arose prior to, on or after the Effective Time and Laws, (fi) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, owner or operator under the Leases and the Applicable Contracts, or as required by Law, but excluding any Law including the payment of all taxes obligations or Liabilities (i) for which Seller is required to indemnify Buyer is responsible pursuant to this Article XIII or pay pursuant to Section 15.2 but excluding 15.2, (ii) arising under or with respect to any of Seller’s employee benefit plans and programs, Seller’s retention bonus program and/or Seller’s incentive bonus program, (iii) relating to any Environmental Condition for which Seller has assumed the responsibility for the Remediation of pursuant to Section 6.1(b)(ii), (iv) to pay royalties, Certain Direct Asset Taxes and other taxesrevenues and proceeds attributable to sales of Hydrocarbons arising prior to the Effective Time, except for which an adjustment to the Purchase Price was made pursuant to Section 3.3(b) and (gv) pay related to (or arising out of) any audit (pursuant to any joint operating agreement included in the proportionate share Applicable Contracts) of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 operating expenses incurred with respect to the ownership or operation of the Conveyed Interests from and after Assets prior to the Effective Time (the “Coll Litigation Liabilities”) (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as Liabilities the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of Seller attributable to the Conveyed Interests to the extent that they are:.

Assumption by Buyer. Without Subject to and without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any title or environmental indemnity agreement entered into by adjustments to the Parties Purchase Price pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Section 2.4, 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) all obligations and Liabilities, known or unknown, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including including, but not limited to to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including such as obligations to to: (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed InterestsAssets, including those held in suspense, (c) pay the proportionate share attributable to the Conveyed Interests Assets to properly plug and abandon any and all Xxxxxxxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, located on the Assets, (d) pay the proportionate share attributable to the Conveyed Interests Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (e) pay the proportionate share attributable to the Assets to 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 Conveyed Interests, (e) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests in accordance with applicable agreements and LawsAssets, (f) pay the proportionate share attributable to the Conveyed Interests Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (g) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner, owner or operator under the Leases and the Applicable Contracts, or as required by any Law Law, including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable Taxes related to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) Assets (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 Sellers attributable to the Conveyed Interests Assets to the extent that they such obligations or Liabilities are:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000XIII, from and after the Closing, 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 Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, arising on or after the Effective Time, including but not limited to obligations and Liabilities the extent relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including but not limited to obligations to (ai) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (bii) pay working interests, royalties, overriding royalties and other interest owners’ , revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed Interests, (c) pay the proportionate share attributable relating to the Conveyed Interests 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, (d) pay drilled on the proportionate share attributable Properties or otherwise pursuant to the Conveyed Interests 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 Conveyed InterestsAssets, (eiv) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate Remediate the premises covered by or related to the Conveyed Interests Assets (including any Environmental Conditions) in accordance with applicable agreements and agreements, Laws, and Environmental Laws, and (fv) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) 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 attributable to the Conveyed Interests to the extent that they areare (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 XIII and Buyer’s rights under subject to any title or environmental indemnity agreement entered into by adjustments to the Parties Purchase Price pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Section 2.4, 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) all obligations and Liabilities, known or unknown, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including including, but not limited to to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including such as obligations to to: (a%3) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b%3) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed InterestsAssets, including those held in suspense, (c%3) pay the proportionate share attributable to the Conveyed Interests Assets to properly plug and abandon any and all Xxxxxxxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, located on the Assets, (d%3) pay the proportionate share attributable to the Conveyed Interests Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (%3) pay the proportionate share attributable to the Assets to 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 Conveyed InterestsAssets, (e%3) pay the proportionate share attributable to the Conveyed Interests Assets to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests Assets in accordance with applicable agreements Applicable Contracts and Laws, and (f%3) pay the proportionate share attributable to the Conveyed Interests Assets to perform all obligations applicable to or imposed on the lessee, owner, owner or operator under the Leases and the Applicable Contracts, or as required by any Law Law, including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable Taxes related to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) Assets (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 SM Energy attributable to the Conveyed Interests Assets to the extent that they are:such obligations or Liabilities consist of any of the following (the “Retained Obligations”):

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by Subject Special Warranty Claims and subject to any adjustments to the Parties Purchase Price pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Section 2.4, 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) all obligations and Liabilities, known or unknown, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including including, but not limited to to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including such as obligations to to: (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed InterestsAssets, including those held in suspense, (c) pay the proportionate share attributable to the Conveyed Interests Assets to properly plug and abandon any and all Xxxxxxxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, located on the Assets, (d) pay the proportionate share attributable to the Conveyed Interests Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (e) pay the proportionate share attributable to the Assets to 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 Conveyed Interests, (e) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests in accordance with applicable agreements and LawsAssets, (f) pay the proportionate share attributable to the Conveyed Interests Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (g) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner, owner or operator under the Leases and the Applicable Contracts, or as required by any Law Law, including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable Taxes related to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) Assets (all of said obligations and Liabilities, subject to the exclusions below, Liabilities herein being referred to as the “Assumed Obligations”); provided, Buyer does however, and notwithstanding the foregoing provisions of this Section 13.1, the Assumed Obligations do not assume include any matter that is, after taking into account the limitations on SM Energy’s indemnification obligations set forth in this Article XIII, the subject of SM Energy’s indemnification obligations under Section 13.2 or Liabilities the special warranty of Seller attributable to title in the Conveyed Interests to the extent that they are:Assignment.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000XI, from and after the Closing, 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 Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, arising on or after the Effective Time, including but not limited to obligations and Liabilities the extent relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including but not limited to obligations to (ai) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (bii) pay working interests, royalties, overriding royalties and other interest owners’ , revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed Interests, (c) pay the proportionate share attributable relating to the Conveyed Interests Assets, including those held in suspense; (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, (d) pay drilled on the proportionate share attributable Properties or otherwise pursuant to the Conveyed Interests Assets, (ii) replug any Well, wellbore, or previously plugged Well listed on Exhibit B 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 Conveyed InterestsAssets, (eiv) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate Remediate the premises covered by or related to the Conveyed Interests Assets (including any Environmental Conditions) in accordance with applicable agreements agreements, Laws, and Environmental Laws, (fv) pay the proportionate share attributable to the Conveyed Interests to actions, suits or proceedings set forth on Schedule 4.7, Part II and (vi) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) 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 attributable to the Conveyed Interests to the extent that they areare (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 's rights to indemnity under this Article XIII and XIV, Buyer’s 's rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Title Indemnity Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Access Agreement, from and after the Closing, Closing Buyer assumes 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, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after after, the Effective Time, including but not limited to obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including but not limited to obligations to (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and, (b) pay working interests, royalties, overriding royalties and other interest owners’ interests, owners revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the Conveyed InterestsProperties, including those held in suspense, (c) pay the proportionate share attributable to the Conveyed Interests to properly plug and abandon any and all XxxxxWells, including inactive Wells or temporarily abandoned XxxxxWells, drillex xx the Properties or othxxxxxe pursuant to the Assets, (dx) pay xeplug any Well, wellbore, or previously 44 plugged Well on the proportionate share attributable Properties to the Conveyed Interests to extent required or necessary, (e) 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 Conveyed InterestsAssets, (ef) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests Assets in accordance with applicable agreements and Laws, and (fg) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “"Assumed Obligations”"); provided, however, Buyer does not assume assume, and Seller shall retain responsibility for, any obligations or Liabilities of Seller attributable to the Conveyed Interests to the extent that they areLiabilities:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any title or environmental indemnity agreement entered into by adjustments to the Parties Purchase Price pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Section 2.4, 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) all obligations and Liabilities, known or unknown, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including including, but not limited to to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including such as obligations to to: (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed InterestsAssets, including those held in suspense, (c) pay the proportionate share attributable to the Conveyed Interests Assets to properly plug and abandon any and all Xxxxxxxxxx, including inactive xxxxx or temporarily abandoned Xxxxxxxxxx, located on the Assets, (d) pay the proportionate share attributable to the Conveyed Interests Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (e) pay the proportionate share attributable to the Assets to 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 Conveyed Interests, (e) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests in accordance with applicable agreements and LawsAssets, (f) pay the proportionate share attributable to the Conveyed Interests Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (g) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner, owner or operator under the Leases and the Applicable Contracts, or as required by any Law Law, including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable Taxes related to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) Assets (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 SM Energy attributable to the Conveyed Interests Assets to the extent that they are:such obligations or Liabilities consist of any of the following (the “Retained Obligations”):

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII 14 and Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Title Indemnity Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Access Agreement, from and after the Closing, Closing Buyer assumes 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, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including but not limited to obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including but not limited to obligations to (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ interests, owners revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the Conveyed InterestsProperties, including those held in suspense, (c) pay the proportionate share attributable to the Conveyed Interests to properly plug perform and abandon any and satisfy all Xxxxx, including temporarily abandoned XxxxxP&A Obligations, (d) pay replug any well, wellbore, or previously plugged Well on the proportionate share attributable Properties to the Conveyed Interests to extent required or necessary, (e) 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 Conveyed InterestsAssets, (ef) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests Assets in accordance with applicable agreements and Laws, and (fg) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) 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 attributable to the Conveyed Interests to the extent that they are:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any title or environmental indemnity agreement entered into by adjustments to the Parties Purchase Price pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000Section 2.4, 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) all obligations and Liabilities, known or unknown, with respect to the Conveyed InterestsAssets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including including, but not limited to to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsAssets, including such as obligations to to: (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Conveyed InterestsAssets, including those held in suspense, (c) pay the proportionate share attributable to the Conveyed Interests Assets to properly plug and abandon any and all Xxxxxwxxxx, including inactive wxxxx or temporarily abandoned Xxxxxwxxxx, located on the Assets, (d) pay the proportionate share attributable to the Conveyed Interests Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (e) pay the proportionate share attributable to the Assets to 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 Conveyed Interests, (e) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests in accordance with applicable agreements and LawsAssets, (f) pay the proportionate share attributable to the Conveyed Interests Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (g) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner, owner or operator under the Leases and the Applicable Contracts, or as required by any Law Law, including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable Taxes related to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) Assets (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 SM Energy attributable to the Conveyed Interests Assets to the extent that they are:such obligations or Liabilities consist of any of the following (the “Retained Obligations”):

Assumption by Buyer. Without limiting Buyer’s 's rights to indemnity under this Article XIII and Agreement or Buyer’s 's rights under any title agreement executed or environmental indemnity agreement entered into by the Parties pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000delivered in connection herewith, 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) all obligations and Liabilities, known or unknown, contingent or otherwise, with respect to the Conveyed Interests, regardless Oil and Gas Assets that relate to periods of whether such obligations or Liabilities arose prior to, on or time from and after the Effective TimeClosing Date, including but not limited to obligations and Liabilities relating in any manner to the use, ownership or operation of the Conveyed InterestsOil and Gas Assets from and after Closing, including but not limited to obligations to (a) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and, (b) pay working interests, royalties, overriding royalties and other interest owners’ interests, owners revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the Conveyed InterestsOil and Gas Assets, including those held in suspense, (c) pay the proportionate share attributable to the Conveyed Interests to properly plug and abandon any and all Xxxxx, including inactive Xxxxx or temporarily abandoned Xxxxx, drilled on the Oil and Gas Assets, (d) pay replug any well, wellbore, or previously plugged Well on the proportionate share attributable Oil and Gas Assets to the Conveyed Interests to extent required or necessary, (e) dismantle or decommission and remove any Personal Property 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 Conveyed InterestsOil and Gas Assets, (ef) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or remediate the premises covered by or related to the Conveyed Interests Oil and Gas Assets in accordance with applicable agreements and Laws, and (fg) pay the proportionate share attributable to the Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by any Law including the payment of all taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) 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 attributable to the Conveyed Interests to the extent that they are:are not attributable to or do not arise out of the ownership, use or operation of the Oil and Gas Assets and the periods of time from and after the Closing Date.