Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business days. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.
Receipts and Credits. (a) Subject to the terms hereof, all monies, proceeds, receipts, credits and income attributable to the System Assets (as determined in accordance with GAAP consistent with past practices) (i) for all periods of time at, from and after 12:01 a.m. Houston, Texas time on the first day of the calendar month in which the Closing occurs (the “Accounting Time”), shall be the sole property and entitlement of the Recipient Parties, and, to the extent received by any Contributing Party or one of its Affiliates, shall be promptly accounted for and transmitted to the appropriate Recipient Party and (ii) for all periods of time prior to the Accounting Time, shall be the sole property and entitlement of the Contributing Parties and, to the extent received by any Recipient Party, shall be promptly accounted for and transmitted to the appropriate Contributing Party.
(b) In addition, subject to the terms hereof, all invoices, costs, expenses, disbursements and payables attributable to the System Assets (as determined in accordance with GAAP consistent with past practices) (i) for all periods of time at, from and after the Effective Time, shall be the sole obligation of the Recipient Parties, and the Recipient Parties shall promptly pay or, if paid by any Contributing Party, promptly reimburse such Contributing Party for, same and (ii) for all periods of time prior to the Effective Time, shall be the sole obligation of the Contributing Parties, and the Contributing Parties shall promptly pay or, if paid by any Recipient Party, promptly reimburse such Recipient Party for, same.
(c) Notwithstanding Section 3.4(b), subject to the terms hereof, all Operating Costs attributable to the operation of the System Assets in the ordinary course of business during the period from the Accounting Time to the Effective Time shall be the sole obligation of the Recipient Parties, and the Recipient Parties shall promptly pay or, if paid by any Contributing Party, promptly reimburse such Contributing Party for, same.
(d) Other than Operating Costs, the Contributing Parties shall be solely responsible for, and shall indemnify and hold the Partnership Indemnified Parties harmless from and against, all invoices, costs, expenses, disbursements, payables and Losses paid, incurred or suffered by the Contributing Parties, the Partnership Indemnified Parties or the System Assets arising out of or attributable to the ownership or operation of the System Assets during the period from the Accounting Tim...
Receipts and Credits. All monies, proceeds, receipts, credits and income attributable to the Properties (a) for all periods of time subsequent to the Effective Time, shall be the sole property and entitlement of Assignee, and, to the extent received by Assignor, Assignor shall fully disclose, account for and transmit same to Assignee promptly and (b) for all periods of time prior to the Effective Time (including without limitation, proceeds from the sale of Hydrocarbons produced prior to the Effective Time that are received after the Effective Time), shall be the sole property and entitlement of Assignor and, to the extent received by Assignee, Assignee shall fully disclose, account for and transmit same to Assignor promptly. All costs, expenses, disbursements, obligations and liabilities attributable to the Properties (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Assignor, and Assignor shall promptly pay, or if properly paid by Assignee, promptly reimburse Assignee for and hold Assignee harmless from and against same and (ii) for periods of time subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Assignee, and Assignee shall promptly pay, or if properly paid by Assignor, promptly reimburse Assignor for and hold Assignor harmless from and against same. All Operation Costs and Net Production Revenues attributable to the period prior to the Effective time shall be taken into account in connection with the determination of any Monthly Payment Amounts payable under the Loan Agreement through the Effective Time. Nothing in the foregoing shall limit or modify the payment obligations provided for in Section II.A.1.
Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits, and income accruing to the Properties (a) for the period subsequent to the Effective Time, shall be the sole property and entitlement of Buyer, and, to the extent received by Seller, Seller shall fully disclose, account for, and transmit same to Buyer promptly, and (b) for the period prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by Buyer, Buyer shall fully disclose, account for, and transmit same to Seller promptly.
Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits, and income attributable to the Properties (i) for the period prior to the Effective Time shall be the sole property and entitlement of Seller, and to the extent received by Buyer, Buyer shall fully disclose, account for, and transmit same to Seller promptly, and (ii) for the
Receipts and Credits. 23 11.4 RECOVERY OF TAXES PAID ON BEHALF OF OTHER OWNERS . . . . . . . 24 11.5 SIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 11.6 RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 11.7 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 11.8
Receipts and Credits. (a) To the extent that any regular distributions required by Section 5.5 of the COO Agreement are paid after the Closing Date with respect to the System Owners’ System Ownership Interests (each as defined in the COO Agreement) in respect of periods ended prior to the Effective Time, DBJV shall be entitled to such distributions and, if Seller receives any of such distributions, Seller shall promptly account for and transmit such distributions to DBJV. To the extent that any Operating Expenses (as defined in the COO Agreement) are required to be funded under Section 5.1 of the COO Agreement after the Closing Date with respect to the System Owners’ System Ownership Interests in respect of periods ended prior to the Effective Time, DBJV shall pay such Operating Expenses and, if Seller pays such amounts, DBJV shall promptly account for and reimburse such payments to Seller. Seller shall be responsible for funding its share of all Capital Expenditures (as defined in the COO Agreement) that are attributable to periods ended prior to the Effective Time.
(b) Other than Operating Costs, the Seller shall be solely responsible for, and Anadarko and the Seller shall indemnify and hold the Partnership Indemnified Parties harmless from and against, all invoices, costs, expenses, disbursements, payables and Losses paid, incurred or suffered by the Seller, the Partnership Indemnified Parties, DBJV or the DBJV Assets arising out of or attributable to the ownership or operation of the DBJV Assets during the period from the Effective Time to the time of the Closing. The indemnification provided in this Section 3.5(b) is in addition to, and is not subject to the provisions of, the indemnification in Article IX, including any limitations or Deductible therein.
Receipts and Credits. (a) With respect to each Asset, all monies, proceeds, distributions, receipts, credits and income attributable thereto (as determined in accordance with generally accepted accounting principles in the United States (“GAAP”) consistent with the applicable Contributor’s past practices) (i) for all periods of time at, from and after the Contribution Effective Date, shall be the sole property and entitlement of Rattler, and, to the extent received by any Contributor or any of its other subsidiaries or affiliates, shall be promptly accounted for and transmitted to Rattler, and (ii) for all periods of time prior to the Contribution Effective Date, shall be the sole property and entitlement of the applicable Contributor and, to the extent received by Rattler, shall be promptly accounted for and transmitted to such Contributor.
(b) All invoices, costs, expenses, capital contributions, disbursements and payables attributable to each Asset (as determined in accordance with GAAP consistent with past practices) (i) for all periods of time at, from and after the Contribution Effective Date, shall be the sole obligation of Rattler, and Rattler shall promptly pay or, if paid by any Contributor or any of its other subsidiaries or affiliates, promptly reimburse such Contributor for, the same, and (ii) for all periods of time prior to the Contribution Effective Date, shall be the sole obligation of the applicable Contributor, and such Contributor shall promptly pay or, if paid by Rattler, promptly reimburse Rattler for, the same.
Receipts and Credits. 18 12.3 Assumption of Liabilities; Cross Indemnity......................19 12.4
Receipts and Credits. (a) To the extent that any distributions and/or payments with respect to the Assets, the Interests or the Companies are paid after the Closing Date in respect of periods ended prior to the Closing Date, each Contributing Party or Seller, as applicable, shall be entitled to such distributions and/or payments, and if any Recipient Party or Buyer receives any such distributions and/or payments, such Recipient Party or Buyer, as applicable, shall promptly account for and transmit such distributions and/or payments to the applicable Contributing Party or Seller.
(b) To the extent that any distributions and/or payments with respect to the Assets, the Interests or the Companies are paid after the Closing Date in respect of periods ended following the Closing Date, each Recipient Party or Buyer, as applicable, shall be entitled to such distributions and/or payments, and if any Contributing Party or Seller receives any such distributions and/or payments, such Contributing Party or Seller, as applicable, shall promptly account for and transmit such distributions and/or payments to the applicable Recipient Party or Buyer.