Common use of Assumption of Liabilities and Indemnification Clause in Contracts

Assumption of Liabilities and Indemnification. Except as otherwise provided in Section 7.4 with respect to indemnification rights relating to the Registrable Securities: (a) FROM AND AFTER THE CLOSING DATE, BUYER HEREBY ASSUMES AND AGREES TO TIMELY FULFILL, PERFORM, PAY AND DISCHARGE ALL RESPONSIBILITY FOR AND RELEASES SELLER, SELLER’S PARENT, SUBSIDIARIES AND AFFILIATES, AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, OTHER EQUITY OWNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH (“SELLER INDEMNIFIED PARTIES”) FROM ANY AND ALL LIABILITY AND RESPONSIBILITY AND AGREES TO AND SHALL FULLY DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS SELLER INDEMNIFIED PARTIES FROM ANY AND ALL DAMAGES, WHATSOEVER MADE OR ASSERTED BY BUYER, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR ANY SHAREHOLDER, PARTNER, OTHER EQUITY OWNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT, ADVISOR OR REPRESENTATIVE THERE OF (“BUYER GROUP”), OR BY ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, GOVERNMENTAL AGENCIES) IN CONNECTION WITH THE FOLLOWING (THE “ASSUMED LIABILITIES”): (i) ANY AND ALL DAMAGES AND/OR OBLIGATIONS, KNOWN OR UNKNOWN, WHICH ARE BASED UPON, RELATED TO, OR ASSOCIATED WITH THE USE, MAINTENANCE, OWNERSHIP OR OPERATION OF THE ASSETS PRIOR TO, AT, OR AFTER THE EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL DAMAGES AND OBLIGATIONS: (A) FOR PLUGGING, ABANDONMENT, DECOMMISSIONING, AND SURFACE RESTORATION OF THE ASSETS, INCLUDING OIL, GAS, INJECTION, WATER, OR OTHER ▇▇▇▇▇ AND ALL SURFACE FACILITIES; (B) ATTRIBUTABLE TO OR RESULTING FROM ASSET TAXES AND ASSESSMENTS ATTRIBUTABLE TO THE ASSETS TO THE EXTENT ATTRIBUTABLE TO PERIODS (OR PORTIONS THEREOF) FROM AND AFTER THE EFFECTIVE DATE; AND (C) ATTRIBUTABLE TO THE LEASES AND CONTRACTS. “DAMAGES” SHALL MEAN ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS, PAYMENTS, CHARGES, JUDGMENTS, ASSESSMENTS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, EXPENSES, COSTS, FEES, SETTLEMENTS, AND DEFICIENCIES, INCLUDING ANY ATTORNEYS’ FEES, LEGAL, AND OTHER COSTS AND EXPENSES SUFFERED OR INCURRED THEREWITH.

Assumption of Liabilities and Indemnification. Except as otherwise provided Buyer expressly assumes Seller's proportionate share of all costs, expenses, obligations and liabilities associated with the Assets after the Closing Date, including, but by no means limited to, the proper and lawful plug and abandonment and reabandonment of all wells and fac▇▇▇▇▇es on lands covered by the Leases or pooled therewith, closure of all pits, removal of all flowlines, pipelines, shell pads and pilings, whether now or hereafter, located on the lands to be transferred hereunder in Section 7.4 accordance with respect all requirements under law, including, but not limited to, the rules, regulations and requirements of any governmental authority having jurisdiction thereof, specifically including the Department of Conservation, State of Louisiana and in accordance with all obligations, express or implied, in any agreement (including the applicable leases) which Buyer is required to indemnification rights relating assume hereunder or hereby, whether or not any such obligations arise prior to or after the Registrable Securities: (a) FROM AND AFTER THE CLOSING DATEClosing Date. SUBJECT TO SELLER'S INDEMNIFICATION SET FORTH BELOW, BUYER HEREBY ASSUMES SHALL INDEMNIFY AND AGREES TO TIMELY FULFILL, PERFORM, PAY AND DISCHARGE ALL RESPONSIBILITY FOR AND RELEASES DEFEND SELLER, SELLER’S PARENT, SUBSIDIARIES AND AFFILIATES, AND THE ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, OTHER EQUITY OWNERS, EMPLOYEESAGENTS, REPRESENTATIVES AND AGENTS OF EACH EMPLOYEES (“"SELLER INDEMNIFIED PARTIES”") FROM AGAINST ANY AND ALL LIABILITY SUCH LOSSES, CLAIMS, SUITS, CONTROVERSIES, LIABILITIES AND RESPONSIBILITY AND AGREES TO AND SHALL FULLY DEFENDEXPENSES, PROTECT, INDEMNIFY AND HOLD HARMLESS SELLER INDEMNIFIED PARTIES FROM ANY AND ALL DAMAGES, WHATSOEVER MADE OR ASSERTED BY BUYER, ITS PARENT, SUBSIDIARIES, AFFILIATESARISING OUT OF, OR ANY SHAREHOLDERIN CONNECTION WITH, PARTNEROBLIGATIONS ASSUMED UNDER THIS PARAGRAPH, OTHER EQUITY OWNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT, ADVISOR OR REPRESENTATIVE THERE OF (“BUYER GROUP”), OR BY ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, GOVERNMENTAL AGENCIES) IN CONNECTION WITH THE FOLLOWING (THE “ASSUMED LIABILITIES”): (i) PLUGGING AND ABANDONING AND REABANDONING OF ANY AND ALL DAMAGES AND/WELLS, REMOVAL OR OBLIGATIONS, KNOWN OR UNKNOWN, WHICH ARE BASED UPON, RELATED TO, OR ASSOCIATED WITH THE USE, MAINTENANCE, OWNERSHIP OR OPERATION MO▇▇▇▇▇ATION OF THE ASSETS PRIOR TO, AT, OR AFTER THE EFFECTIVE DATEFACILITIES, INCLUDING, BUT NOT LIMITED TO, FLOWLINES AND PIPELINES, CLOSURE OF PITS AND RESTORATION OF SURFACE, REGARDLESS OF WHETHER THE OBLIGATION TO PLUG AND ABANDON AND REABANDON, REMOVE, MODIFY, CLOSE OR RESTORE AROSE PRIOR TO, OR SUBSEQUENT TO, THE CLOSING DATE, AND SUCH INDEMNIFICATION SHALL EXTEND TO AND INCLUDE CLAIMS OR CAUSES OF ACTION BASED UPON THE NEGLIGENCE OR STRICT LIABILITY OF SELLER INDEMNIFIED PARTIES. THE SALE WILL BE MADE EXPRESSLY SUBJECT TO THE TERMS OF ALL EXISTING OPERATING AGREEMENTS, UNIT AGREEMENTS, FARMOUT AGREEMENTS, LEASES, SUBLEASES AND ASSIGNMENTS AS WELL AS ANY AND ALL DAMAGES AND OBLIGATIONS: (OTHER AGREEMENTS WHICH ARE SET FORTH ON EXHIBIT "A) FOR PLUGGING," WHETHER RECORDED OR UNRECORDED, ABANDONMENT, DECOMMISSIONING, AND SURFACE RESTORATION OF AFFECTING THE ASSETS. Buyer further agrees to indemnify, INCLUDING OILrelease, GASdefend and hold Seller Indemnified Parties harmless from and against any and all damages, INJECTIONlosses, WATERexpenses (including, OR OTHER ▇▇▇▇▇ AND ALL SURFACE FACILITIES; but not limited to, court costs, attorneys' fees, consultant fees and investigative costs and fees) and all other costs and liabilities arising as a result of claims, demands and all other causes of action arising out of an event or omission occurring subsequent to the Closing Date. For a period of two (B2) ATTRIBUTABLE TO OR RESULTING FROM ASSET TAXES AND ASSESSMENTS ATTRIBUTABLE TO THE ASSETS TO THE EXTENT ATTRIBUTABLE TO PERIODS (OR PORTIONS THEREOF) FROM AND AFTER THE EFFECTIVE DATE; AND (C) ATTRIBUTABLE TO THE LEASES AND CONTRACTS. “DAMAGES” SHALL MEAN ANY AND ALL CLAIMSyears after the Effective Date, CAUSES OF ACTIONSeller agrees to indemnify, DEMANDSdefend and hold Buyer its officers, PAYMENTSdirectors, CHARGESshareholders, JUDGMENTSemployees, ASSESSMENTSrepresentatives and agents harmless from any and all claims, LOSSEScauses of action, LIABILITIESfines, DAMAGESexpenses, PENALTIEScosts, FINESlosses and liabilities arising as a result of claims, EXPENSES, COSTS, FEES, SETTLEMENTS, AND DEFICIENCIES, INCLUDING ANY ATTORNEYS’ FEES, LEGAL, AND OTHER COSTS AND EXPENSES SUFFERED OR INCURRED THEREWITHdemands and all other causes of action arising out of an event or omission originating during Seller's period of ownership of the Assets.