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 des...
Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XII and Buyer’s remedies for Title Defects in Article XI, from and after the Closing, Buyer shall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, to the extent arising from, based upon, related to or associated with the Conveyed Interests, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including such obligations and Liabilities under the Applicable Contracts (but, in the case of Applicable Contracts, only from and after the Effective Time); provided, Buyer does not assume (and the Assumed Obligations shall not include) any claims for which Seller or any Selling Subsidiary is required to indemnify Buyer pursuant to this Article XII, or pay pursuant to Section 14.2 or 14.5 (the “Assumed Obligations”).
Assumption by Buyer. Buyer hereby assumes all of Seller’s obligations under the Service Contracts accruing after the Closing and arising out of Seller’s obligations accruing after the Closing under the Service Contracts or related to Seller’s obligations accruing after the Closing with respect to the Transferred Assets.
Assumption by Buyer. From and after Closing, Buyer agrees to assume, perform, pay, and fully discharge any and all of the losses, costs, Damages, liabilities and obligations or alleged or threatened losses, costs, Damages, liabilities and obligations of any of the Seller Parties that arise or first occurred before or after the Effective Time in respect of the Subject Assets that are not expressly retained by Seller as Retained Liabilities under Section 18(a).
Assumption by Buyer. Buyer hereby accepts such assignment and transfer from Seller and Subsidiary and Buyer hereby assumes all of the Assumed Liabilities, and will promptly pay, perform and discharge all of the covenants and obligations of all of the Assumed Liabilities, including all of the covenants, agreements and obligations contained in the Contracts and Commitments.
Assumption by Buyer. Effective as of the date of this Agreement, Buyer hereby purchases, acquires and accepts the sale, conveyance, assignment and transfer of the Assets (including, without limitation, the Assigned Contracts), and assumes all of Seller’s right, title and interest of Seller, in, to and under the Assumed Liabilities and assumes all of Seller’s obligations to pay, fully satisfy, discharge and perform as and when due all of the Assumed Liabilities.
Assumption by Buyer. Without limiting Buyer’s rights to indemnity by Sellers under this Section 12.1, or to adjustments to the Purchase Price pursuant to Article III, from and after Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and Liabilities, known or unknown, arising from, based upon, related to or associated with the Assets at or after the Effective Time, including obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, however, that Buyer does not assume any obligations or Liabilities to the extent that they are (the following being “Retained Obligations”):
Assumption by Buyer. Effective as of the Closing, Buyer hereby accepts the sale, transfer, conveyance, assignment and delivery of the Transferred Assets owned by Seller and the assignment of the Assumed Liabilities of Seller, and assumes all of Seller’s obligations to pay, fully satisfy, discharge and perform as and when due all of the Assumed Liabilities of Seller. Buyer does not assume any Excluded Liabilities under this Agreement or the Purchase Agreement, and Buyer and Seller hereby agree that all Excluded Liabilities of Seller shall remain the sole responsibility of Seller.
Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4, from and after Closing, Buyer assumes and 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 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 Assets, such as obligations to: (%
Assumption by Buyer of Company’s ERJ Pilot LTD Plan Liabilities 45 Section 6.05. Post-Closing Covenant to Perform 46
