Common use of Assumption and Indemnification Clause in Contracts

Assumption and Indemnification. On the date of Closing, Buyer shall ------------------------------ agree (and, upon the delivery to Buyer of the Assignment and ▇▇▇▇ of Sale shall be deemed to have agreed): (a) to assume, pay, and perform timely all duties, obligations, and liabilities relating to the ownership or operation of the Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1.(c) hereof), and (b) to release, indemnify, defend, and hold harmless the Seller Group from and against any and all claims, actions, liabilities, losses, damages, costs, or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership or operation of the Properties after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties on the Effective Date including, without limitation, all obligations properly to plug and abandon ▇▇▇▇▇ located on the Properties, to restore the surface of the Properties, and to comply with, or to bring the Properties into compliance with, applicable environmental laws, including all liability and expense for any restoration, clean-up, disposal, or removal that may be incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, on, or under the Properties, regardless of when the events occurred that give rise to such condition, and the assumptions and indemnifications by Buyer set forth in this Section shall expressly cover and include such matters. Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any and all claims, actions, liabilities, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to its ownership or operation of the Properties prior to the Effective Date. Any waste, contaminants, substances, or materials that were present or stored on the Properties prior to Closing and that were shipped, transferred, removed, or disposed of off the Properties prior to Closing are the sole responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless from and against any and all claims, actions, liabilities, damages, costs, or expenses (including court costs and attorneys' fees) relating to such waste, contaminants, substances, or materials. THE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (I) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (II) STRICT LIABILITY.

Assumption and Indemnification. On The General Partner agrees, as of the date of Closing, Buyer shall ------------------------------ agree Closing (and, upon the execution and delivery to Buyer of the Assignment and ▇▇▇▇ of Sale Assignments by the Partnership, the General Partner shall be deemed to have agreed): ), (a) to assume, payand to timely pay and perform, and perform timely all duties, obligations, obligations and liabilities relating to the ownership or and/or operation of the Properties Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1.(c) hereofArticle II(c), and (b) to releaseindemnify and hold the Partnership, indemnify, defendits partners and its and such partners' parent and subsidiary companies and other affiliates, and hold its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless the Seller Group from and against any and all claims, actions, liabilities, losses, damages, costs, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership or and/or operation of the Properties Properties, whether arising before, on or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership or and/or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly to plug and abandon abandon, or replug and re-abandon, well▇ ▇▇▇▇▇ located ated on the Properties, to restore the surface of the Propertiessurface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws, laws including all liability and expense for conducting any restoration, clean-up, disposal, or removal that remediation activities which may be incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, required on, or under otherwise in connection with activities on, the Properties), regardless of when the events occurred that which give rise to such conditioncondition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by Buyer set forth in this Section the General Partner shall expressly cover and include such matters. Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any and all claims, actions, liabilities, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character matters so arising out of or otherwise relating to its ownership or operation of the Properties prior to the Effective Date. Any waste, contaminants, substances, or materials that were present or stored on the Properties prior to Closing and that were shipped, transferred, removed, or disposed of off the Properties prior to Closing are the sole responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless from and against any and all claims, actions, liabilities, damages, costs, or expenses (including court costs and attorneys' fees) relating to such waste, contaminants, substances, or materials. THE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (I) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (II) STRICT LIABILITYcondition.

Assumption and Indemnification. On The General Partner agrees, as of the date of Closing, Buyer shall ------------------------------ agree Closing (and, upon the execution and delivery to Buyer of the Assignment and ▇▇▇▇ of Sale Assignments by the Partnership, the General Partner shall be deemed to have agreed): ), (a) to assume, payand to timely pay and perform, and perform timely all duties, obligations, obligations and liabilities relating to the ownership or and/or operation of the Properties Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1.(c) hereofARTICLE II(C), and (b) to releaseindemnify and hold the Partnership, indemnify, defendits partners and its and such partners' parent and subsidiary companies and other affiliates, and hold its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless the Seller Group from and against any and all claims, actions, liabilities, losses, damages, costs, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership or and/or operation of the Properties Properties, whether arising before, on or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership or and/or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly to plug and abandon abandon, or replug and re-abandon, wells located on the P▇▇▇▇▇ located on the Properties▇ties, to restore the surface of the Propertiessurface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws, laws including all liability and expense for conducting any restoration, clean-up, disposal, or removal that remediation activities which may be incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, required on, or under otherwise in connection with activities on, the Properties), regardless of when the events occurred that which give rise to such conditioncondition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by Buyer set forth in this Section the General Partner shall expressly cover and include such matters. Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any and all claims, actions, liabilities, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character matters so arising out of or otherwise relating to its ownership or operation of the Properties prior to the Effective Date. Any waste, contaminants, substances, or materials that were present or stored on the Properties prior to Closing and that were shipped, transferred, removed, or disposed of off the Properties prior to Closing are the sole responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless from and against any and all claims, actions, liabilities, damages, costs, or expenses (including court costs and attorneys' fees) relating to such waste, contaminants, substances, or materials. THE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (I) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (II) STRICT LIABILITYcondition.

Assumption and Indemnification. On Buyer shall, on the date of Closing, Buyer shall ------------------------------ agree (and, upon the delivery to Buyer of the Assignment and ▇▇▇▇ of Sale Conveyance shall be deemed to have agreed): ) (a) to assume, payand to timely pay and perform, and perform timely all duties, obligations, obligations and liabilities relating to the ownership or and/or operation of the Properties Assets after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1.(c1(d) hereofabove), and (b) to release, indemnify, defend, indemnify and hold harmless the Seller Group harmless from and against any and all claims, actions, liabilities, losses, damages, costs, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership or and/or operation of the Properties Assets after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership or and/or operation of the Properties Assets after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties Assets on the Effective Date (including, without limitation, within such matters all obligations to properly to plug and abandon abandon, or replug and re-abandon, ▇▇▇▇▇ located on the PropertiesAssets, to restore the surface of the Properties, Assets and to comply with, or to bring the Properties Assets into compliance with, applicable environmental laws, Applicable Environmental Laws including all liability and expense for any restoration, clean-up, disposal, or removal that may be incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, on, or under the PropertiesAssets, regardless of when the events occurred that give rise to such condition, and the assumptions assumptions, and indemnifications by Buyer set forth in this Section shall expressly cover and include such matters. Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any and all claims, actions, liabilities, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to its ownership or operation of the Properties prior to the Effective Date. Any waste, contaminants, substances, or materials that were present or stored on the Properties prior to Closing and that were shipped, transferred, removed, or disposed of off the Properties prior to Closing are the sole responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless from and against any and all claims, actions, liabilities, damages, costs, or expenses (including court costs and attorneys' fees) relating to such waste, contaminants, substances, or materials. THE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (Ii) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (IIii) STRICT LIABILITY.

Assumption and Indemnification. On Buyer shall, on the date of Closing, Buyer shall ------------------------------ agree (and, upon the delivery to Buyer of the Assignment and ▇▇▇▇ Bill of Sale shall be deemed to deem▇▇ ▇o have agreed): ) (a) to assume, payand timely to pay and perform, and perform timely all duties, obligations, obligations and liabilities relating to the ownership or operation of the Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1.(c1(c) hereofabove), and (b) to release, indemnify, defend, and hold harmless the Seller Group from and against any and all claims, actions, liabilities, losses, damages, costs, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership or operation of the Properties after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties on the Effective Date including, without limitation, within such matters all obligations to properly to plug and abandon wells located on the Prope▇▇▇▇▇ located on the Properties▇, to restore the surface of the Properties, Properties and to comply with, or to bring the Properties into compliance with, applicable environmental laws, including all liability and expense for any restoration, clean-up, disposal, or removal that may be incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, on, or under the Properties, regardless of when the events occurred that give rise to such condition, and the above provided for assumptions and indemnifications by Buyer set forth in this Section shall expressly cover and include such matters. Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any and all claims, actions, liabilities, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to its ownership or operation of the Properties prior to the Effective Date. Any waste, contaminants, substances, or materials that were present or stored on the Properties prior to Closing and that were shipped, transferred, removed, or disposed of off the Properties prior to Closing are the sole responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless from and against any and all claims, actions, liabilities, damages, costs, or expenses (including court costs and attorneys' fees) relating to such waste, contaminants, substances, or materials. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (Ii) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (II) STRICT LIABILITY.ii)

Assumption and Indemnification. On Buyer shall, on the date of Closing, Buyer shall ------------------------------ agree (and, upon the delivery to Buyer of the Assignment and ▇▇▇▇ of Sale Conveyance, shall be deemed to have agreed): ), subject to the adjustments provided for in Sections 10(b) and (c), (a) to assume, payand to timely pay and perform, and perform timely all duties, obligations, obligations and liabilities relating to the ownership or and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1.(c1(b) hereofabove), and (b) to release, indemnify, defendindemnify and hold Seller (and its Members and its and their affiliates, and hold the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless the Seller Group from and against any and all claims, actions, causes of action, liabilities, damages, losses, damages, costs, costs or expenses (including including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership or and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership or operation of the Properties after the Effective Date shall be deemed to such duties, obligations and liabilities include all matters arising out of the condition of the Properties on the Effective Date including, without limitation, all obligations properly to plug and abandon ▇▇▇▇▇ located on the Properties, to restore the surface of the Properties, and to comply with, or to bring the Properties into compliance with, with applicable environmental laws, rules, regulations and orders, including all liability and expense for conducting any restoration, clean-up, disposal, or removal that remediation activities which may be incurred as a result of the existence required on or discovery of Hazardous Substances or other deleterious substances in, on, or under otherwise in connection with activities on the Properties), regardless of when whether such condition or the events occurred that give giving rise to such conditioncondition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer set forth provided for in the first sentence of this Section section shall expressly cover and include such matters. Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any and all claims, actions, liabilities, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to its ownership or operation of the Properties prior to the Effective Date. Any waste, contaminants, substances, or materials that were present or stored on the Properties prior to Closing and that were shipped, transferred, removed, or disposed of off the Properties prior to Closing are the sole responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless from and against any and all claims, actions, liabilities, damages, costs, or expenses (including court costs and attorneys' fees) relating to such waste, contaminants, substances, or materials. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, COSTS OR EXPENSES ARISE OUT OF (I) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCTNEGLIGENCE) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (II) STRICT LIABILITY.