Common use of Plugging and Abandonment Clause in Contracts

Plugging and Abandonment. The Properties may contain ▇▇▇▇▇ and facilities that have been shut in or temporarily or permanently abandoned including such ▇▇▇▇▇ as are listed on Schedule 12.4, and Buyer acknowledges and agrees as follows from and after Closing: 12.4.1 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer hereby expressly assumes and accepts sole and exclusive responsibility for and agrees to pay all costs and expenses associated with Plugging and Abandonment of all ▇▇▇▇▇ and facilities associated with the Properties (whether or not listed on Schedule 12.4), and may not claim the fact that Plugging and Abandonment operations are not complete or that additional costs and expenses are required to complete Plugging and Abandonment operations as an Alleged Adverse Condition or the basis for any other redress against Seller or its Affiliates, and Buyer (on behalf of Buyer Group and their successors and assigns) irrevocably waives any and all Losses and Third Party Claims they may have against Seller Group associated with the same; and 12.4.2 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer releases Seller Group from and shall fully protect, defend, indemnify, and hold Seller Group harmless from and against any and all Losses and Third Party Claims relating to, arising out of, or connected with, directly or indirectly, Plugging and Abandonment operations, no matter whether arising before, on or after the Effective Time. This indemnity and defense obligation will apply regardless of cause or of any negligent acts or omissions (including sole negligence, concurrent negligence or strict liability), breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect. For the removal of doubt, Buyer’s release under this Article 12.4 does not prevent Buyer from asserting the existence of an Alleged Adverse Condition under Article 5.2 for any condition that, as of a date prior to Closing, violates existing Laws with respect to Plugging and Abandonment operations. The preceding sentence shall in no way expand Buyer’s rights under Article 5.2 or diminish Buyer’s waiver contained in Article 5.3.

Plugging and Abandonment. The In addition to any ▇▇▇▇▇ and facilities currently in use, the Properties may contain ▇▇▇▇▇ and facilities that have been shut in or temporarily or permanently abandoned abandoned. Except to the extent of a breach of Seller’s representation in Article 10.1.12 that is asserted by Buyer under Article 8 prior to the expiration of the survival period of such representation, notwithstanding anything contained in this Agreement to the contrary, including such ▇▇▇▇▇ as are listed on Schedule 12.4Article 8: (a) If Closing occurs, and Buyer acknowledges and agrees as follows excluding Charges attributable to the Properties for which Seller is responsible pursuant to Article 6, Buyer, from and after Closing: 12.4.1 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer hereby expressly assumes and accepts sole and exclusive responsibility for and agrees to pay all costs and expenses associated with Plugging and Abandonment of all ▇▇▇▇▇ and facilities associated with the Properties (whether or not listed on Schedule 12.4), and may not claim the fact that Plugging and Abandonment operations are not complete or that additional costs and expenses are required to complete Plugging and Abandonment operations as an Alleged Adverse Condition or a breach of Seller’s representations and warranties under this Agreement or the basis for any other redress against Seller or its Affiliates, and Buyer (on behalf of Buyer Group and their successors and assigns) irrevocably waives any and all Losses and Third Party Claims claims they may have against Seller Group associated with the same; and 12.4.2 Except with respect (b) If Closing occurs, excluding Charges attributable to a breach by the Properties for which Seller of any of its representations or warranties contained in is responsible pursuant to Article 10, as limited by Article 86, Buyer (on behalf of Buyer Group and their successor and assigns), from and after Closing, releases Seller Group from and shall fully protect, defend, indemnify, and hold Seller Group harmless from and against any and all Losses claims and Third Party Claims relating to, arising out of, or connected with, directly or indirectly, Plugging and Abandonment operationsassociated with the Properties, no matter whether arising before, on before or after the Effective Time. This indemnity and defense obligation will apply regardless of cause or of any negligent acts or omissions (including sole negligenceactive or passive, sole, concurrent negligence or comparative negligence), strict liability), breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect. For . (c) To the removal of doubt, Buyer’s release under this Article 12.4 does not prevent extent that Buyer from asserting the existence of an Alleged Adverse Condition under Article 5.2 or its assignees discharge any Claim for any condition that, as of a date prior to Closing, violates existing Laws with respect to Plugging and Abandonment operations. The preceding sentence shall of the Properties in no way expand Buyer’s favor of a Third Party, including the BOEM, and to the maximum extent permitted by Law, Buyer (on behalf of Buyer Group and their successors and assigns) waives all rights under Article 5.2 of subrogation to Claims asserted or diminish Buyer’s waiver contained in Article 5.3held by that Third Party against Seller or any Affiliate of Seller, arising from or related to the Plugging and Abandonment of the Properties.

Plugging and Abandonment. The Properties may contain ▇▇▇▇▇ and facilities that have been shut in or temporarily or permanently abandoned including such ▇▇▇▇▇ as are listed on Schedule 12.4, and Buyer acknowledges and agrees as follows from and after the Exchange Closing: 12.4.1 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer hereby expressly assumes and accepts sole and exclusive responsibility for and agrees to pay or cause the New GP to pay all costs and expenses associated with Plugging and Abandonment of all ▇▇▇▇▇ and facilities associated with the Properties (whether or not listed on Schedule 12.4), and may not claim the fact that Plugging and Abandonment operations are not complete or that additional costs and expenses are required to complete Plugging and Abandonment operations as an Alleged Adverse Condition or the basis for any other redress against Seller or its Affiliates, and Buyer (on behalf of Buyer Group and their successors and assignsassigns and the New GP) irrevocably waives any and all Losses and Third Party Claims they it may have against Seller Group associated with the same; and. 12.4.2 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer releases and shall cause the New GP to release Seller Group from and shall shall: (i) be liable to; and (ii) fully protect, defend, indemnify, and hold Seller Group harmless from and against any and all Losses and Third Party Claims relating to, arising out of, or connected with, directly or indirectly, Plugging and Abandonment operations, no matter whether arising before, before on or after the Effective Time. This indemnity and defense obligation will apply regardless of cause or of any negligent acts or omissions (including sole negligence, concurrent negligence or strict liability), breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect. For the removal of doubt, Buyer’s release under this Article 12.4 does not prevent Buyer from asserting the existence of an Alleged Adverse Condition under Article 5.2 for any condition that, as of a date prior to Closing, violates existing Laws with respect to Plugging and Abandonment operations. The preceding sentence shall in no way expand Buyer’s rights under Article 5.2 or diminish Buyer’s waiver contained in Article 5.3.

Plugging and Abandonment. The Properties Assets may contain ▇▇▇▇▇ and facilities that have been shut in or temporarily or permanently abandoned including such ▇▇▇▇▇ as are listed on Schedule 12.4, and Buyer acknowledges and agrees as follows from and after Closingabandoned. Notwithstanding anything contained in this Agreement to the contrary: 12.4.1 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, (i) Buyer hereby expressly assumes and accepts sole and exclusive responsibility for and agrees to pay all costs and expenses associated with Plugging and Abandonment of all ▇▇▇▇▇ and facilities associated with the Properties (whether or not listed on Schedule 12.4)Assets, and may not claim the fact that Plugging and Abandonment operations are not complete or that additional costs and expenses are required to complete Plugging and Abandonment operations as an Alleged Adverse Environmental Condition or a breach of Seller’s representations and warranties under this Agreement or the basis for any other redress against Seller or its Affiliates, and Buyer (on behalf of Buyer Group and their successors and assigns) irrevocably waives any and all Losses and Third Party Claims they may have claims against Seller Group associated with the same; and 12.4.2 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, (ii) Buyer releases Seller Group from and shall fully protect, defend, indemnify, and hold Seller Group harmless from and against any and all Losses and Third Party Claims relating to, arising out of, or connected with, directly or indirectly, Plugging plugging and Abandonment operationsabandonment of ▇▇▇▇▇ or decommissioning and site restoration of facilities associated with the Assets, no matter whether arising before, on before or after the Effective Time. This indemnity and defense obligation will apply regardless of cause or of any negligent acts or omissions (including sole negligence, concurrent negligence or strict liability), breach of duty (statutory or otherwise), violation of Law, or other fault of Seller GroupSeller, or any pre-existing defect. For . (iii) To the removal of doubt, Buyer’s release under this Article 12.4 does not prevent extent that Buyer from asserting the existence of an Alleged Adverse Condition under Article 5.2 or its assignees discharge any Claim for any condition that, as of a date prior to Closing, violates existing Laws with respect to Plugging and Abandonment operations. The preceding sentence shall of the Assets in no way expand Buyer’s favor of any Third Party, including the Minerals Management Service, and to the maximum extent permitted by Law, Buyer and its assignees waive all rights under Article 5.2 of legal subrogation to Claims asserted or diminish Buyer’s waiver contained in Article 5.3held by that Third Party against Seller, arising from or related to the Plugging and Abandonment of the Assets.

Plugging and Abandonment. The Properties may contain ▇w▇▇▇▇ and facilities that have been shut in or temporarily or permanently abandoned abandoned. Notwithstanding anything contained in this Agreement to the contrary, including such ▇▇▇▇▇ as are listed on Schedule 12.4, and Buyer acknowledges and agrees as follows from and after ClosingArticle 8: 12.4.1 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, (a) Buyer hereby expressly assumes and accepts sole and exclusive responsibility for and agrees to pay all costs and expenses associated with Plugging and Abandonment of all ▇▇▇▇▇ and facilities associated with the Properties (whether or not listed on Schedule 12.4)Properties, and may not claim the fact that Plugging and Abandonment operations are not complete or that additional costs and expenses are required to complete Plugging and Abandonment operations as an Alleged Adverse Environmental Condition or a breach of Seller’s representations and warranties under this Agreement or the basis for any other redress against Seller or its AffiliatesSeller, and Buyer (on behalf of Buyer Group and their successors and assigns) irrevocably waives any and all Losses and Third Party Claims claims they may have against Seller Group associated with the same; and 12.4.2 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, (b) Buyer releases Seller Group from and shall fully protect, defend, indemnify, and hold Seller Group harmless from and against any and all Losses and Third Party Claims relating to, arising out of, or connected with, directly or indirectly, Plugging plugging and Abandonment operationsabandonment of w▇▇▇▇ or decommissioning and site restoration of facilities associated with the Properties, no matter whether arising before, on before or after the Effective Time. This indemnity and defense obligation will apply regardless of cause or of any negligent acts or omissions (including sole negligence, concurrent negligence or strict liability), breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect. For . (c) To the removal of doubt, Buyer’s release under this Article 12.4 does not prevent extent that Buyer from asserting the existence of an Alleged Adverse Condition under Article 5.2 or its assignees discharge any Claim for any condition that, as of a date prior to Closing, violates existing Laws with respect to Plugging and Abandonment operations. The preceding sentence shall of the Properties in no way expand Buyer’s favor of any Third Party, including the MMS, and to the maximum extent permitted by Law, Buyer and its assignees waive all rights under Article 5.2 of legal subrogation to Claims asserted or diminish Buyer’s waiver contained in Article 5.3held by that Third Party against Seller, arising from or related to the Plugging and Abandonment of the Properties.