Ownership and Operations. 17 8.2 Plugging and Abandonment Obligations . . . . . . . . . . . . . 18
Ownership and Operations. If the Closing occurs, and in addition to the liabilities and obligations for which Buyer indemnifies Seller or which Buyer assumes in this Agreement, Buyer shall assume and perform the following rights, duties, obligations and liabilities of ownership and operation of the Property on and after the Effective Date: (I) all of Seller's express and implied obligations and covenants under the terms of the Leases and the Related Contracts described in Exhibit A; and all other orders and contracts to which the Property is subject and of which Buyer has actual or constructive notice; (ii) responsibility for all royalties, overriding royalties, production payments, net profits obligations, rentals and shut-in payments and other burdens or encumbrances to which the Property is subject and of which Buyer has actual or constructive notice; (iii) responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the Property, and the procurement and maintenance of all permits required by public authorities in connection with the Property; (iv) responsibility for all liabilities of Seller for net proceeds from production attributable to the Property as currently held in suspense because of lack of identity or address of owners, title questions, change of ownership, or similar questions, to the extent such net proceeds are transferred and delivered to Buyer at the Closing; and (v) all other obligations assumed by Buyer under this Agreement; provided, however, that, except to the extent provided in Sections 5.2 and 5.3, Buyer does not assume any liabilities and obligations to third parties for loss or damage to property or injury to or death of persons arising from the operation of the Property during the period from the Effective Date to the Closing. Seller remains responsible for all costs, expenses and liabilities incurred by Seller in connection with the ownership or operation of the Property before the Effective Date and for all liabilities and obligations to third parties for loss or damage to property or injury to or death of persons arising from the operation of the Property during the period from the Effective Date to the Closing (except, in each case, for those costs, expenses,
Ownership and Operations. Merger Sub is a wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and has engaged in no other business or other activities or incurred any liabilities, other than in connection with or as contemplated in this Agreement and the other Transaction Agreements.
Ownership and Operations. Parent owns of record and beneficially owns all membership interests of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and has engaged in no other business or other activities or incurred any liabilities, other than in connection with or as contemplated in this Agreement and the other Transaction Agreements.
Ownership and Operations. Except as provided in Section 5.1, upon and after Closing, BUYER shall assume and perform all the rights, duties, obligations and liabilities of ownership and operation of the Property, including without limitation: (i) all of SELLER's express and implied obligations and covenants under the terms of the Leases, the Related Contracts and all other orders and contracts to which the Property is subject; (ii) responsibility for all royalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens or encumbrances to which the Property is subject accruing after the Effective Date; (iii) responsibility for compliance with all applicable laws, ordinances, rules and regulations pertaining to the Property, and the procurement and maintenance of all permits required by public authorities in connection with the Property; and (iv) all other obligations assumed by BUYER under this Assignment. With respect to (i) any part of the Property for which BUYER is not duly elected operator, or (ii) any non-operating interests in the Property being transferred to BUYER under this Agreement, BUYER shall assume full responsibility and liability for that portion of the foregoing rights, duties, obligations and liabilities for which non-operators are responsible. SELLER will remain responsible for all costs, expenses and liabilities incurred by SELLER in connection with the ownership or operation of the Property before the Effective Date, except those for which BUYER indemnifies SELLER, or which BUYER assumes in the Agreement.
Ownership and Operations of Merger Sub Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding share capital of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no and, prior to the Effective Time, will engage in no other business activities or operations, other than activities related to or in anticipation of the proposed Merger and will have incurred no liabilities other than under this Agreement and the Ancillary Agreements. 5.5 Availability of Funds Parent and Merger Sub will have available to them contemporaneously with the Closing, sufficient cash to pay the merger consideration per the terms and conditions set forth herein. 5.6
Ownership and Operations. Merger Sub was incorporated on March 1, 2010. The authorized capital stock of Merger Sub consists of 10,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and immediately prior to the Effective Time will be, owned by Parent, and no other person has or immediately prior to the Effective Time will have, any option, warrant, or other right or agreement, arrangement or commitment of any character that is binding on Merger Sub and that obligates Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Merger Sub. Merger Sub was formed solely for the purpose of consummating the Merger and engaging in the transactions contemplated by this Agreement. Since its inception, Merger Sub has not engaged in any activity, other than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement and consummation of such transactions. Merger Sub has not had any operations, has not generated any revenues and has no liabilities other than those incurred in connection with its formation and the Merger as provided in this Agreement.
Ownership and Operations of Merger Sub and Merger LLC. Each of Merger Sub and Merger LLC has been formed solely for the purpose of engaging in the Transactions and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly or indirectly by Parent. Parent owns, and at the Effective Time will own, directly or indirectly all of the outstanding membership interests of Merger LLC. Section 4.16
Ownership and Operations. Parent owns of record and beneficially owns all outstanding shares of capital stock of Merger Subsidiary. Each of Parent and Merger Subsidiary was formed solely for the purpose of engaging in the transactions contemplated hereby, and has engaged in no other business or other activities or incurred any liabilities, other than in connection with or as contemplated in this Agreement.
Ownership and Operations. Upon and after Closing, BUYER shall assume and perform all the rights, duties, obligations and liabilities of ownership of the Property accruing after the Effective Date, including without limitation: (i) all of the express and implied obligations and covenants after the Effective Date under the terms of the Leases, the Related Contracts and all other orders and contracts to which the Property is subject; (ii) responsibility for all royalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens or encumbrances to which the Property is subject accruing after the Effective Date; and (iii) all other obligations assumed by BUYER under this Agreement. SELLER remains responsible for all costs, expenses and liabilities incurred by SELLER in connection with the ownership of the Property before the Effective Date, except those for which BUYER indemnities SELLER, or which BUYER assumes in this Agreement.
