Common use of Assumed Obligations Clause in Contracts

Assumed Obligations. Upon Closing, Buyer shall assume all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)), whether attributable to periods before or after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface Interests, or the Personal Property or Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d) the environmental or physical condition of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, (e) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such Assets, (f) obligations to restore the surface of such Assets and obligations to remediate or bring the Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Assets) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and (g) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, subject to Sections 14.01 and 14.04, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or after the Effective Time, except as provided herein, including, without limitation, those arising out of of: (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, gas imbalances; (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, suspense accounts; (d) Asset Taxes allocable to Buyer pursuant to Section 9.03 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 12.01 or Section 12.02; (e) the environmental or physical condition of the AssetsSubject Interests, regardless of whether such environmental or physical condition arose before or after the Effective Time, ; (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, ; (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Assets) Subject Interests), regardless of whether such obligations or conditions or events giving rise to such obligations obligations, arose, occurred or accrued before or after the Effective Time, ; and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or and after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonGas Imbalances, (c) ad valoremsuspense accounts, property(d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, severance and other similar taxes without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or assessments based upon or measured by Section 12.02 and (ii) the ownership Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d) the environmental or physical condition of the Assets, Subject Interests regardless of whether such environmental or physical condition arose before or after the Effective Time, (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the AssetsSubject Interests) regardless of whether such obligations or conditions or events event giving rise to such obligations arose, occurred or accrued before or after the Effective Time, Time and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When Buyer’s obligations under this Section 14.02 shall survive the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed ObligationClosing without time limitation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or and after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonGas Imbalances, (c) ad valoremsuspense accounts, property(d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, severance and other similar taxes without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or assessments based upon or measured by Section 12.02 and (ii) the ownership Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d) the environmental or physical condition of the Assets, Subject Interests regardless of whether such environmental or physical condition arose before or after the Effective Time, (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxxwxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the AssetsSubject Interests) regardless of whether such obligations or conditions or events event giving rise to such obligations arose, occurred or accrued before or after the Effective Time, Time and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When Buyer’s obligations under this Section 14.02 shall survive the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed ObligationClosing without time limitation.

Assumed Obligations. Upon At the Closing, Buyer shall assume all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before before, at or after the Effective Time, except as provided herein, including, without limitation, those arising out of of: (a) the terms ongoing obligations under the Easements, Contracts or Leases comprising part of the Leases or Surface Interests, or the Personal Property or Assets, ; (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, gas imbalances; (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, suspense accounts; (d) Asset Taxes; (e) the environmental or physical condition of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, ; (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxxXxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, ; (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Assets) Subject Interests), regardless of whether such obligations or conditions or events giving rise to such obligations obligations, arose, occurred or accrued before or after the Effective Time, ; and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When Notwithstanding anything contained herein to the retention period contrary, except with respect to those Retained Obligations for a which notice is given pursuant to Section 14.05(a), all Retained Obligation Obligations shall be deemed to be Assumed Obligations on the date on which the Retention Period ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, Buyer shall assume Purchaser hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership ownership, operation, condition or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b))use thereof, whether attributable to periods before or after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsMaterial Agreements, Leases, or Assets or any other interests, contracts or obligations comprising part of or directly related to the Personal Property ownership or operation of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, (c) ad valorem, property, severance severance, production and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, and the Taxes allocated to Purchaser pursuant to Section 9.3(c), (dc) the condition (including environmental or physical condition condition, subject to the remedies provided in Article 6) of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, (ed) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (fe) subject to the remedies provided in Article 6, obligations to restore the surface of such the Assets and obligations to remediate or bring the Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Assets) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, Time and (g) any other duty, obligation, event, condition or liability assumed by Buyer Purchaser under the terms of this Agreement and (f) Sellers’ obligations to retain and manage, either through suspense or escrow accounts a portion of the Gross Proceeds, as defined in the LL&E ORRI Conveyance attributable to the interest of LL&E Royalty Trust (the “Trust”) pursuant to that certain Conveyance of Overriding Royalty Interest (the “LL&E ORRI Conveyance”) from the Louisiana Land and Exploration Company to the Trust dated June 28, 1983 (the “LL&E Excess Production Cost Obligation”) (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingWith out limiting the terms of Article VI and Section 18.04, or the terms of Article IV and Article V with respect to title and environmental issues respectively, provided that the Closing occurs, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b))following, whether attributable to periods before before, at or after the Effective TimeTime (except to the extent expressly stated otherwise in the following clauses (a) through (h)), except as provided hereinREGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, includingJOINT, without limitation, those arising out of COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES: (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) suspense accounts, to Gas Imbalances as of the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, Closing Date; (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership suspense accounts as of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, Closing Date; (d) the environmental or physical condition of the Assets, regardless of whether such environmental or physical condition arose before or after land covered by the Effective Time, Leases; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, ; (f) obligations the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to restore constitute Assumed Obligations under Article IV; and (h) all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the surface ownership of such Assets and obligations to remediate or bring the Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Assets) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and (g) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement Time (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonimbalances, (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Timesuspense accounts, (d) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively born by Buyer under Section 10.02(a)(ii) and Section 12.01(b)(i), (e) the environmental or physical condition of the AssetsSubject Interests, regardless of whether such environmental or physical condition arose before or after the Effective Time, (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such Assets, the Assets and (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Assets) Subject Interests), regardless of whether such obligations or conditions or events giving rise to such obligations obligations, arose, occurred or accrued before or after the Effective Time, and (g) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or and after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonGas Imbalances, (c) ad valoremsuspense accounts, property(d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, severance and other similar taxes without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or assessments based upon or measured by Section 12.02 and (ii) the ownership Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d) the environmental or physical condition of the Assets, Subject Interests regardless of whether such environmental or physical condition arose before or after the Effective Time, (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the AssetsSubject Interests) regardless of whether such obligations or conditions or events event giving rise to such obligations arose, occurred or accrued before or after the Effective Time, Time and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When Buyer’s obligations under this Section 14.02 shall survive the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.Closing without time limitation. (36)

Assumed Obligations. Upon ClosingProvided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or and after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonGas Imbalances, (c) ad valoremsuspense accounts, property(d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, severance and other similar taxes without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or assessments based upon or measured by Section 12.02 and (ii) the ownership Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d) the environmental or physical condition of the Assets, Subject Interests regardless of whether such environmental or physical condition arose before or after the Effective Time, (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxxwxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the AssetsSubject Interests) regardless of whether such obligations or conditions or events event giving rise to such obligations arose, occurred or accrued before or after the Effective Time, Time and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When Buyer’s obligations under this Section 14.02 shall survive the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.Closing without time limitation. (36)

Assumed Obligations. Upon ClosingProvided that the Closing occurs, subject to Seller’s obligations for the Retained Obligations, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or and after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonGas Imbalances, (c) ad valoremthe payment of royalties, property, severance rentals and other similar taxes payments or assessments based upon or measured by payments held in suspense under the ownership of Leases relating to the Assets or the production therefrom but only attributable to any period on or Subject Interests accruing from and after the Effective Time, together with any suspense accounts attributable to periods prior to the Effective Time for which Buyer receives credit at Closing pursuant to Section 10.02(b), (d) Asset Taxes, (e) the condition (including, without limitation, environmental or physical condition condition) of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the AssetsSubject Interests) regardless of whether such obligations or conditions or events event giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed ObligationBuyer’s obligations under this Section 14.02 shall survive Closing without time limitation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof of the Assets (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before before, at or after the Effective Time, except as provided hereinREGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, includingJOINT, without limitationCOMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF THE SELLER INDEMNITEES, including those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, Gas Imbalances; (c) ad valorempayment of funds held in suspense for the benefit of Third Parties (it being agreed that, propertynotwithstanding anything in this Agreement to the contrary, severance and other similar taxes or assessments based upon or measured by Buyer shall be solely responsible for the ownership distribution of all suspended funds to Third Parties relating to the Assets or the production therefrom but only attributable and for which there is a Purchase Price adjustment pursuant to any period on or after the Effective Time, Section 12.02(b)(v)); (d) the environmental or physical condition of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, ; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, ; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (h) the obligations and liabilities described in Section 16.01 to restore the surface of such Assets and obligations to remediate or bring the Assets into compliance extent Buyer does not provide Seller with applicable Environmental Laws (including conducting any remediation activities that may be required a Claim Notice complying with Section 16.05 on or otherwise in connection with activities on before the day occurring one (1) year after the Closing; (i) all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the ownership of the Assets) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and ; (gj) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (k) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs and subject to Seller’s indemnity obligations under this Agreement, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases Contracts or Surface Interestsinstruments relating to the Fee Property, Rights-of-Way, Related Facilities, Permits, or the Personal Property or other Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonBuyer, (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective TimeTime (as allocated to such period under Sections 4.1 and 4.2), (d) the environmental or physical condition of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, (e) obligations to properly plug and abandon or re-plug or abandon, re-abandon or remove xxxxxflowlines, flowlinespipelines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (f) obligations to restore the surface of such and under the Assets and obligations to remediate or bring the Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Assets) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and (g) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When the retention period for If no claim is made upon Seller with respect to a Retained Obligation ends, prior to the expiration of the Retained Obligation Survival Period such Retained Obligation becomes shall then become an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof of the Assets (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before before, at or after the Effective TimeTime REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, except as provided hereinJOINT, includingCOMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES, without limitation, including those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, Gas Imbalances; (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, suspense accounts; (d) the environmental or physical condition of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, ; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, ; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (h) the obligations and liabilities described in Section 16.01 to restore the surface of such Assets and obligations to remediate or bring the Assets into compliance extent Buyer does not provide Seller with applicable Environmental Laws (including conducting any remediation activities that may be required a Claim Notice complying with Section 16.05 on or otherwise in connection with activities on before the day occurring one (1) year after the Closing; (i) all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Assets) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and ; (gj) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (k) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, subject to Section 14.04, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or and after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonGas Imbalances, (c) ad valoremsuspense accounts, property(d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, severance and other similar taxes without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or assessments based upon or measured by Section 12.02 and (ii) the ownership Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d) the environmental or physical condition of the Assets, Subject Interests regardless of whether such environmental or physical condition arose before or after the Effective Time, (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the AssetsSubject Interests) regardless of whether such obligations or conditions or events event giving rise to such obligations arose, occurred or accrued before or after the Effective Time, Time and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When Buyer’s obligations under this Section 14.02 shall survive the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed ObligationClosing without time limitation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof of the Assets (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before before, at or after the Effective TimeTime REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, except as provided hereinJOINT, includingCOMPARATIVE OR Mid: 010628\000101\905583.7 - 39 - CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES, without limitation, including those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, Gas Imbalances; (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, suspense accounts; (d) the environmental or physical condition of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, ; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, ; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (h) the obligations and liabilities described in Section 16.01 to restore the surface of such Assets and obligations to remediate or bring the Assets into compliance extent Buyer does not provide Seller with applicable Environmental Laws (including conducting any remediation activities that may be required a Claim Notice complying with Section 16.05 on or otherwise before the day occurring six (6) months after the Closing with respect to claims arising under Section 16.01(d) in connection with activities the breach by Seller of any representation contained in Sections 6.06 through 6.16, or on or before the day occurring twelve (12) months after the Closing with respect to claims arising under Sections 16.01(a), 16.01(b), 16.01(c), 16.01(d)(in connection with the breach by Seller of any representation contained in Sections 6.01 through 6.05), 16.01(e) and 16.01(f); (i) all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Assets) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and ; (gj) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (k) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). When the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs, subject to Section 14.04, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations), whether attributable to periods before or and after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereonGas Imbalances, (c) ad valoremsuspense accounts, property(d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, severance and other similar taxes without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or assessments based upon or measured by Section 12.02 and (ii) the ownership Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d) the environmental or physical condition of the Assets, Subject Interests regardless of whether such environmental or physical condition arose before or after the Effective Time, (ef) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxxwxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such the Assets, (fg) obligations to restore the surface of such Assets the Subject Interests and obligations to remediate or bring the Assets Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the AssetsSubject Interests) regardless of whether such obligations or conditions or events event giving rise to such obligations arose, occurred or accrued before or after the Effective Time, Time and (gh) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). When Buyer’s obligations under this Section 14.02 shall survive the retention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed ObligationClosing without time limitation.

Assumed Obligations. Upon ClosingProvided that the Closing occurs and subject to, Seller’s indemnification obligations set forth in Section 16.04, Buyer shall assume hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof of the Assets (other than the Retained Obligations and other than liabilities for which Seller is responsible for under Section 3.3(b)Obligations, Indemnified Title Defects or Indemnified Environmental Defects), whether attributable to periods before before, at or after the Effective TimeTime REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, except as provided hereinJOINT, includingCOMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES, without limitation, including those arising out of (a) the terms of the Leases or Surface InterestsEasements, or the Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) suspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, ; (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d) the environmental or physical condition of the Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, ; (d) the Plugging and Abandonment Obligations; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of such Assets, the Assumed Environmental Obligations; (f) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (g) the obligations and liabilities described in Section 16.01(a) or 16.10(c) to restore the surface of such Assets and obligations to remediate or bring the Assets into compliance extent that Buyer does not provide Seller with applicable Environmental Laws (including conducting any remediation activities that may be required a Claim Notice complying with Section 16.05 on or otherwise in connection with activities on before the Assetsday that is thirty-six (36) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or months after the Effective Time, and Closing; (gh) all liability for any Taxes that are specifically allocated to the Buyer pursuant to Section 11.03; (i) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement Agreement; and (collectively, the “Assumed Obligations”). When the retention period for a j) any Retained Obligation endsas to which Seller does not have, such Retained Obligation becomes or no longer has, an Assumed Obligation.obligation to indemnify Buyer in accordance with the terms