Texas Business Court Enforces Survival Period Deadline, Holds Assumed Liabilities Provisions Do Not Create Independent Indemnification Rights in Pipeline Asset Sale

Plains Pipeline sought indemnification from Arrowhead Gulf Coast Holdings for Louisiana erosion litigation costs arising from a 2016 pipeline asset sale, arguing the purchase agreement's 'assumed liabilities' language created perpetual indemnification obligations independent of the contract's Article X indemnity provisions. The Texas Business Court granted summary judgment for buyers, holding that sellers' indemnification claims failed because they missed the contractual survival period deadline and that assumed liabilities provisions do not override express indemnity survival terms or exclusive remedy clauses.