2018-04-09_REVISION - M2007067 ‎(6)‎

• Permit No: M2007067
• IBM Index Class Name: REVISION
• Doc Date: 4/9/2018
• Doc Name: Application
• From: Caerus/Marathon
• To: DRMS
• Type & Sequence: SO1
• Email Name: ACY
• Media Type: D
• Archive: No

899496 11/03/2017 01:14:15 PM Page 8 of 44
Jean Alberico, Garfield County, Colorado
Rec Fee: $228.00 Doc Fee: $0.00 eRecorded
(p) all of Assignor's insurance policies in force and effect in relation to the
Second Closing Assets, if any, and all rights and interests thereto.
"Assumed Obligations"means:
(a) all obligations and liabilities, known or unknown, with respect to the
Second Closing Assets, arising from or related to the ownership or
operation of the Assets, whether prior to, on or after the Effective Date,
including obligations and liabilities relating in any manner to the Material
Contracts or the condition, use, ownership, or operation of the Second
Closing Assets;
(b) without limiting the generality of(a), sole liability and responsibility for:
(i) the proper plugging and abandoning (and replugging) of the
Second Closing Wells and all wells now located on or hereafter
drilled on the Second Closing Leases or Second Closing Asset
lands, including any replugging of wells located on the Second
Closing Leases or Second Closing Asset lands which were plugged
prior to the Effective Date;
(ii) any surface restoration or environmental clean-up or
Environmental Liability in respect of the Second Closing Assets;
(iii) any offsite disposal of Hazardous Materials arising from or relating
to the Second Closing Assets from and after the Effective Date;
(iv) any Legal Proceedings in relation to the Second Closing Assets to
the extent attributable to the period from and after the Effective
Date; and
(v) any underpayment, mis-payment or non-payment of, or other
failure to properly pay or account for:
(A) Burdens attributable to periods of time from and after the
Effective Date;
(B) Burdens due to Assignee's action or inaction; and
(C) amounts held in suspense for which the Purchase Price is
adjusted,
provided, however, that, notwithstanding anything herein to the contrary, the Assumed
Obligations do not include any Retained Obligations or any post-Closing obligations of
Assignor under Sections 8 and 9 of the Purchase Agreement.
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