Liabilities to be Assumed by Buyer. Subject to the terms and conditions set forth herein, at Closing, Buyer shall assume, become obligated for, and hereby agrees to timely fulfill, perform, pay and discharge (or cause to be timely fulfilled, performed, paid or discharged), the following liabilities, and only the following liabilities, of Seller (collectively, the “Assumed Liabilities”): (a) other than the Liabilities expressly retained by Seller pursuant to Section 2.4(c) or Section 2.4(f), all Reclamation Liabilities and Environmental Liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the Purchased Assets or ▇▇▇▇▇▇ Creek Mine Operations, whether accruing or arising prior to, on or after the Closing Date, including (i) any fines or penalties and related costs for any violations of, or actions needed to achieve compliance with, Applicable Laws governing the Purchased Assets or ▇▇▇▇▇▇ Creek Mine Operations (including the Purchased Permits), even though the conditions or events leading up to such actions exist or have occurred in whole or in part on or prior to the Closing Date, and (ii) following Seller’s complete satisfaction of all of its obligations related to a particular matter retained by Seller in Section 2.4(f), all subsequent or on-going cost to (A) operate, monitor or maintain or perform additional reclamation or remediation with respect to any site, facility or other improvement constructed, improved or otherwise controlled (provided such control is transferred to Buyer) by Seller in satisfaction of its obligations related to the applicable matter expressly retained by Seller in Section 2.4(f) and/or (B) comply with any Purchased Permit, order or Applicable Laws, in each case for (A) and (B), following the date on which Seller has completely satisfied all of its obligations related to the applicable matter expressly retained by Seller in Section 2.4(f); provided that, for purposes of clarification, during the period in which Seller’s responsibilities for Retained Liabilities pursuant to Section 2.4(f) are being conducted, Buyer assumes all permit compliance sampling, monitoring and reporting requirements for the Purchased Assets, including all monthly discharge monitoring reports, and agrees to allow Seller access to such reporting; (b) except for matters covered by Section 2.3(a) and other than the Liabilities expressly retained by Seller pursuant to Section 2.4(a), Section 2.4(f) or Section 2.4(g), all Liabilities under, relating to or arising from any of the Purchased Assets accruing or arising after the Closing Date; (c) other than the Liabilities expressly retained by Seller pursuant to Section 2.4(f) or Section 2.4(g) , all Liabilities for any violation of, or obligation under, any Applicable Law with respect to the Purchased Assets accruing or arising after the Closing Date; (d) except as provided otherwise in Section 8.4(a), all Liabilities for Taxes imposed on the Purchased Assets for periods after the Closing Date; (e) except for the Liabilities expressly retained by Seller pursuant to Section 2.4(a) or Section 2.4(e), all Liability arising from or incurred in connection with any alleged breach, or an actual breach, of the terms of any of the Coal Leases identified on Schedule 2.3(e) (the “Cotiga North/Association Leases”) accruing or arising on or after the Closing Date; (f) except for the Liabilities expressly retained by Seller pursuant to Section 2.4(a) or Section 2.4(e), all Liability arising from or incurred in connection with any alleged breach, or an actual breach, of the terms of the Restated Lease Agreement dated August 1, 2004, between Cotiga Development Company, Limited Partnership, and CONSOL of Kentucky Inc. (the “Cotiga South Lease”) accruing or arising after the Closing Date; and Buyer shall not assume any Liabilities of Seller other than the Assumed Liabilities.
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Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (CONSOL Energy Inc)
Liabilities to be Assumed by Buyer. Subject to the terms and conditions set forth herein, at Closing, Buyer shall assume, become obligated for, and hereby agrees to timely fulfill, perform, pay and discharge (or cause to be timely fulfilled, performed, paid or discharged), the following liabilities, and only the following liabilities, of Seller (collectively, the “Assumed Liabilities”):
(a) other than the Liabilities expressly retained by Seller pursuant to Section 2.4(c) or Section 2.4(f2.4(e), all Reclamation Liabilities and Environmental Liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the Purchased Assets or ▇▇▇▇▇▇ Creek Mine Fola Operations, whether accruing or arising prior to, on or after the Closing Date, including (i) any fines or penalties and related costs for any violations of, or actions needed to achieve compliance with, Applicable Laws governing the Purchased Assets or ▇▇▇▇▇▇ Creek Mine Fola Operations (including the Purchased Permits), even though the conditions or events leading up to such actions exist or have occurred in whole or in part on or prior to the Closing Date, and (ii) following Seller’s complete satisfaction of all of its obligations related to a particular matter retained by Seller in Section 2.4(f2.4(e), all subsequent or on-going cost to (A) operate, monitor or maintain or perform additional reclamation or remediation with respect to any site, facility or other improvement constructed, improved or otherwise controlled (provided such control is transferred to Buyer) by Seller in satisfaction of its obligations related to the applicable matter expressly retained by Seller in Section 2.4(f2.4(e) and/or (B) comply with any Purchased Permit, order or Applicable Laws, in each case for (A) and (B), following the date on which Seller has completely satisfied all of its obligations related to the applicable matter expressly retained by Seller in Section 2.4(f2.4(e); provided that, for purposes of clarification, during the period in which Seller’s responsibilities for Retained Liabilities pursuant to Section 2.4(f2.4(e) are being conducted, Buyer assumes all permit compliance sampling, monitoring and reporting requirements for the Purchased Assets, including all monthly discharge monitoring reports, and agrees to allow Seller access to such reporting;
(b) except for matters covered by Section 2.3(a) and other than the Liabilities expressly retained by Seller pursuant to Section 2.4(a), Section 2.4(f) 2.4(e), or Section 2.4(g2.4(f), all Liabilities under, relating to or arising from any of the Purchased Assets whether accruing or arising prior to, on or after the Closing Date, including all Liability for any Claims filed on or after the Closing Date resulting from, relating to, arising out of, or incurred in connection with the Purchased Assets whether accruing or arising prior to, on or after the Closing Date;
(c) other than the Liabilities expressly retained by Seller pursuant to Section 2.4(f2.4(e) or Section 2.4(g) 2.4(f), all Liabilities for any violation of, or obligation under, any Applicable Law with respect to the Purchased Assets whether accruing or arising prior to, on or after the Closing Date;; and
(d) except as provided otherwise in Section 8.4(a)8.4, all Liabilities for Taxes imposed on the Purchased Assets for periods after the Closing Date;
(e) except for the Liabilities expressly retained by Seller pursuant to Section 2.4(a) or Section 2.4(e), all Liability arising from or incurred in connection with any alleged breach, or an actual breach, of the terms of any of the Coal Leases identified on Schedule 2.3(e) (the “Cotiga North/Association Leases”) accruing or arising on or after the Closing Date;
(f) except for the Liabilities expressly retained by Seller pursuant to Section 2.4(a) or Section 2.4(e), all Liability arising from or incurred in connection with any alleged breach, or an actual breach, of the terms of the Restated Lease Agreement dated August 1, 2004, between Cotiga Development Company, Limited Partnership, and CONSOL of Kentucky Inc. (the “Cotiga South Lease”) accruing or arising after the Closing Date; and . Buyer shall not assume any Liabilities of Seller other than the Assumed Liabilities.
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Liabilities to be Assumed by Buyer. Subject to At the terms and conditions set forth herein, at Closing, Buyer shall assume, become obligated for, Purchaser will assume and hereby agrees agree to timely fulfill, perform, pay perform and discharge (or cause to be timely fulfilled, performed, paid or discharged), the following liabilities, and only the following liabilities, of Seller (collectively, the “Assumed Liabilities”):following:
(a) other than the Liabilities expressly retained by all liabilities and obligations of Seller pursuant which accrue and are required to Section 2.4(c) be paid or Section 2.4(f), all Reclamation Liabilities and Environmental Liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the Purchased Assets or ▇▇▇▇▇▇ Creek Mine Operations, whether accruing or arising prior to, on or performed after the Closing Date, including Date under the real property leases of Seller set forth on Schedule 1.4(a) hereto (i) any fines or penalties and related costs for any violations of, or actions needed to achieve compliance with, Applicable Laws governing the Purchased Assets or ▇▇▇▇▇▇ Creek Mine Operations (including the Purchased Permits"Leases"), even though the conditions or events leading up to such actions exist or have occurred in whole or in part on or prior to the Closing Date, and (ii) following Seller’s complete satisfaction of all of its obligations related to a particular matter retained by Seller in Section 2.4(f), all subsequent or on-going cost to (A) operate, monitor or maintain or perform additional reclamation or remediation with respect to any site, facility or other improvement constructed, improved or otherwise controlled (provided such control is transferred to Buyer) by Seller in satisfaction of its obligations related to the applicable matter expressly retained by Seller in Section 2.4(f) and/or (B) comply with any Purchased Permit, order or Applicable Laws, in each case for (A) and (B), following the date on which Seller has completely satisfied all of its obligations related to the applicable matter expressly retained by Seller in Section 2.4(f); provided that, for purposes of clarification, during the period in which Seller’s responsibilities for Retained Liabilities pursuant to Section 2.4(f) are being conducted, Buyer assumes all permit compliance sampling, monitoring and reporting requirements for the Purchased Assets, including all monthly discharge monitoring reports, and agrees to allow Seller access to such reporting;
(b) except for matters covered by Section 2.3(a) all liabilities and other than the Liabilities expressly retained by obligations of Seller pursuant which accrue and are required to Section 2.4(a), Section 2.4(f) be paid or Section 2.4(g), all Liabilities under, relating to or arising from any of the Purchased Assets accruing or arising performed after the Closing DateDate under the equipment leases of Seller set forth on Schedule 1.4(b) hereto (the "Equipment Leases");
(c) other than all of the Liabilities expressly retained by Seller pursuant to Section 2.4(f) or Section 2.4(g) , Customer Purchase Orders and all Liabilities for any violation of, or obligation under, any Applicable Law with respect to of the Purchased Assets accruing or arising after the Closing DatePrepaid Customer Orders;
(d) except as provided otherwise in Section 8.4(a), all Liabilities for Taxes imposed on of the Purchased Assets for periods after the Closing DateSupplier Orders;
(e) except for all accounts payable of Seller arising in the Liabilities expressly retained by Seller pursuant to Section 2.4(a) or Section 2.4(e), all Liability arising from or incurred in connection with any alleged breach, or an actual breach, ordinary course of the terms of any Reyn▇▇▇▇ ▇▇▇iness which have not been paid or discharged as of the Coal Leases identified on Schedule 2.3(e) time of the Closing (the “Cotiga North/Association Leases”) accruing or arising on or after the Closing Date;"Accounts Payable"); and
(f) except for the Liabilities expressly retained by all liabilities and obligations of Seller pursuant which accrue and are required to Section 2.4(a) be paid or Section 2.4(e), all Liability arising from or incurred in connection with any alleged breach, or an actual breach, of the terms of the Restated Lease Agreement dated August 1, 2004, between Cotiga Development Company, Limited Partnership, and CONSOL of Kentucky Inc. (the “Cotiga South Lease”) accruing or arising performed after the Closing DateDate under the contracts set forth on Schedule 1.4(f) hereto (the "Assumed Contracts"); and Buyer provided, however, that Purchaser shall not assume or be responsible for any Liabilities such liability or obligation which arises from defaults or breaches thereunder by Seller. The liabilities and obligations of Seller other than to be assumed by Purchaser pursuant to this Section 1.4 are referred to herein as the "Assumed Liabilities."
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