Buyers Obligations After Closing. Upon and after Closing, except to the extent reflected in an upward Purchase Price Allocations and Adjustments, Buyer will assume and perform all the obligations, liabilities, and duties relating or with respect to the ownership and/or operation of the Assets that are attributable to periods from and after the Effective Time, together with the Plugging and Abandonment Obligations, the Environmental Obligations, and all other obligations assumed by Buyer under this Agreement (collectively, the “Assumed Obligations”). Without limiting the generality of the foregoing, the Assumed Obligations shall also specifically include:
(a) Responsibility for the performance of all express and implied obligations under the instruments described in Exhibit A, together with all other instruments in the chain of title to such Assets, the Leases, the Contracts, the Surface Agreements, the Permits, and all other orders, contracts, and agreements to which the Assets are subject, including the payment of royalties and overriding royalties, in each case to the extent attributable to the periods from and after the Effective Time;
(b) Responsibility for payment of all amounts held in suspense accounts by Seller as of the Closing Date, and for which the Purchase Price is adjusted pursuant to Section 10.02(b), without regard to whether such suspense amounts relate to periods before or after the Effective Time. Seller covenants and agrees to provide to Buyer with the Records, the owner name, address, and tax identification number (if known by Seller), the reason such amounts are in suspense, the amount of suspense funds for each such owner making up the total of such funds, and all other information with respect thereto required to be provided to the owner or to the state under the laws, rules, and regulations of the affected jurisdiction. To the extent practicable, Seller shall provide such information in the electronic or computer sensible form maintained by Seller. Seller shall remain responsible for the payment of any statutory interest and penalties which may have accrued prior to the Effective Time with respect to such suspense amounts, whether payable to the interest owner or to any state agency in connection with unclaimed property laws, to the extent such interest and penalties are not included in the amount deducted from the Purchase Price pursuant to Section 10.02(b);
(c) Responsibility for those royalty, overriding royalty and working interest owner payments that have been...
Buyers Obligations After Closing. Upon and after Closing, Buyer will unconditionally and irrevocably assume, pay, perform and discharge all of the liabilities, obligations and duties with respect to the ownership of the Assets on or after the Closing Date, except as otherwise provided in this Agreement (the "Buyer's Assumed Obligations"). The Buyer's Assumed Obligations include without limitation:
8.2.1 All performance obligations under the Contracts the Buyer receives that are attributable to and accrue in the period on and after the Closing Date;
8.2.2 All Claims (as defined in Section 8.4.1) arising from Buyer's ownership or operating of the Assets on and after the Closing Date; and
8.2.3 All Claims (as defined in Section 8.4.1) arising from any inaccuracy in any representations or warranties of Buyer under this Agreement.
8.2.4 All warranty obligations, expressed or implied, of Buyer with respect to the Jupiter and Galileo products sold or services rendered by Buyer after the Closing Date.
8.2.5 All Claims arising out of any suits, claims or proceedings brought or asserted by a third party and which are alleged to have arisen or are attributable to the period on or after the Closing Date.
Buyers Obligations After Closing. 7.1 Buyer shall indemnify, defend, and hold harmless the NetPage Parties against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys' fees, that they shall incur or suffer, which arise, result from, or relate to any breach of, or failure by Buyer to perform, any of their representations, warranties, covenants, or agreements in this agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Buyer under this agreement unless the NetPage Parties as of the date of this agreement, had actual knowledge of any misrepresentation, breach or failure (with the burden of proving such actual knowledge upon Buyer). Notwithstanding anything to the contrary contained herein, the liability of the Buyer to the NetPage Parties pursuant to this Article 7 shall not commence until the NetPage Parties have experienced losses in excess
Buyers Obligations After Closing. 24 10.1 Buyer's Indemnity............................................ 24 ARTICLE 11 PUBLICITY.................................................... 24 11.1 Publicity.................................................... 24
Buyers Obligations After Closing. From and after the Closing, Buyer shall be liable for liabilities associated with the conduct of its business and its use or disposition of the Assets in connection therewith, including, but not limited to, the following liabilities:
a) All warranty claims relating to sales by Buyer of Inventories; and
a) All losses arising from environmental claims against Buyer or TBDI by Governmental Authorities or other third parties other than Losses for which Buyer has indemnity under Section 3.1.8.
Buyers Obligations After Closing. 10.1 Buyer will indemnify and hold harmless Seller against, and in respect of, claims, losses, expenses, costs, obligations, and liabilities Seller may incur by reason of Buyer's breach of or failure to perform any of its warranties or commitments in this Agreement, or by reason of any act or omission of Buyer, its members, managers, officers, employees, agents, or contractors after the Closing Date that constitutes a breach or default under, or a failure to perform, any obligation or liability of Seller under the Buyer Lease or any equipment lease which constitutes an Assumed Liability hereunder or by reason of any acts or omissions of Buyer, its shareholders, officers, employees, agents, or contractors related to the ownership or operation of the Business occurring after the Closing Date.
Buyers Obligations After Closing. Upon and after Closing, except to the extent reflected in an upward adjustment of the Purchase Price, Buyer will assume and perform all the obligations, liabilities, and duties relating or with respect to the ownership and/or operation of the Assets that are attributable to periods from and after the Effective Time, together with the litigation described on Schedule 5.06, Part B, responsibility for the reclamation of the wellsites described on Schedule 5.14, the Plugging and Abandonment Obligations, the Environmental Obligations, and all other obligations assumed by Buyer under this Agreement (collectively, the “Assumed Obligations”). Without limiting the generality of the foregoing, the Assumed Obligations shall also specifically include:
Buyers Obligations After Closing. After the Closing, Buyer shall do the following: ----------------------------------
(i) Maintain the Genuity contract for a period of six months. If Genuity refuses to assign the contract to Buyer, Buyer shall make the payment for Seller.
(ii) For a period of six months after Closing, Buyer shall operate the current Global Customers from the Genuity data center.
(iii) Pay Xxxx Xxxxxx $100 per hour for any consulting hours requested by Buyer after the thirty days following Closing. Buyer shall request a base of 8 hours of consulting beginning the second month after Closing for a period of five months.
(iv) Email any phone or email messages received for Network Wizards not related to Web Hosting to xxx@xx.xxx within two hours of receipt.
Buyers Obligations After Closing. Upon and after Closing, Buyer will assume and perform all the obligations, liabilities, and duties relating or with respect to the ownership and/or operation of the Patriot Companies existing as of the Closing Date, including but not limited to the payment of the liabilities to vendors described on Schedule 8.01 to this Agreement and the plugging and abandonment obligations described in Section 8.02 below.
Buyers Obligations After Closing. BUYER'S INDEMNITY
