Retained Obligations. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).
Retained Obligations. Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").
Retained Obligations. Provided that the Closing occurs, Seller shall retain the following, to the extent that Buyer has provided Seller with written notice claiming indemnification within six (6) months of the Closing pursuant to the provisions of Section 14.04, and not thereafter,: (a) all obligations and liabilities for the payment of royalties and rentals under the Leases relating to the Subject Interests accruing during the Seller Ownership Period; (b) all obligations of Seller under the Contracts for payment of trade payables that accrue during the Seller Ownership Period; (c) any obligation for which Seller expressly elects to indemnify Buyer pursuant to Section 4.04(a)(iii); (d) all obligations and liabilities for payment of ad valorem, property, and severance taxes attributable to the Assets arising during the Seller Ownership Period; (e) all obligations and liabilities of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets by Seller, Journey Operating or their respective affiliates; and (f) all obligations and liabilities relating to any contamination or condition that is the result of any offsite disposal by Seller, Journey Operating or their respective affiliates of any wastes, pollutants, contaminants, hazardous material or other material or substances on, in or below any properties not included in the Assets prior to the Effective Time ("Offsite Disposal Claims") (collectively, the "Retained Obligations").
Retained Obligations. Purchaser shall have no responsibility for, or have any liability with respect to, the performance of the Contract, and neither shall Purchaser have any obligation or right to intervene in any Dispute arising out of the performance of the Contract. Neither any claim that Seller may have against Account Debtor or any other Person, nor the failure of Account Debtor to fulfill its obligations under the Contract, shall affect the obligations of Seller and Seller as Servicer to perform its obligations and make payments required to be made by Seller or Servicer hereunder, and none of such events or circumstances shall be used as a defense or as set-off, counterclaim or cross-complaint as against the performance or payment of any of Seller’s or Servicer’s obligations hereunder.
Retained Obligations. From and after the Effective Time, Seller will retain responsibility for all obligations and non-environmental liabilities, including, without limitation, obligations associated with funds held or required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time (collectively, the “Retained Obligations”); provided, however, it is further expressly understood and agreed that Seller shall not, and does not, retain any liability or responsibility for, and the Retained Obligations DOES NOT INCLUDE, any liabilities related to (i) compliance with environmental Laws or (ii) plugging and abandonment obligations as such is related to the Xxxxx, which are understood, agreed and accepted to be the sole and complete responsibility, liability and obligation of Buyer (collectively, the “Environmental Liabilities”).
Retained Obligations. Provided that the Closing occurs, Grantor shall retain all obligations and liabilities (collectively “Retained Obligations”) related to (i) the Excluded Assets, (ii) Property Costs and other costs which are for the account of Grantor pursuant to Section 2.4(b) or Section 10.2, (iii) the business and operation of the Assets relating to periods prior to the Effective Time, including Pre-Closing Environmental Liabilities, (iv) Tax obligations retained by Grantor pursuant to Article 12 and (v) all litigation existing as of the Effective Time, whether or not disclosed on Schedule 5.6 indefinitely.
Retained Obligations. Notwithstanding Section 10.3, Purchaser shall not assume or be responsible for, and the Assumed Obligations shall not include, and Sellers shall remain liable for, the Retained Obligations.
Retained Obligations. Purchaser shall have no responsibility for, or have any liability with respect to, the performance of any Contract, nor shall Purchaser have any obligation to intervene in any commercial dispute arising out of the performance of any Contract. All obligations of Sellers under each Contract, including all representations and warranty obligations, all servicing obligations, all maintenance obligations, and all delivery, transport and insurance obligations, shall be retained by Sellers (the “Retained Obligations”). Neither any claim that Sellers may have against any Account Debtor or any other Person, nor the failure of an Account Debtor to fulfill its obligations under the applicable Contracts, shall affect the obligations of Sellers and Seller Representative as Servicer to perform its obligations and make payments hereunder, and none of such events or circumstances shall be used as a defense or as set-off, counterclaim or cross-complaint as against the performance or payment of any of Sellers’ or Servicer’s obligations hereunder.
Retained Obligations. Effective as of the Closing, subject to the limitations set forth in Section 10.4 and otherwise in this Section 10, Seller shall retain and be responsible for any and all Claims, known or unknown, whether foreseeable or unforeseeable, relating and attributable to all of the following (collectively, the “Retained Obligations”):
(1) Any Third Party Claims against Seller (other than Environmental Obligations) where liability is attributable to the ownership, operation, maintenance, improvement, use or closure of all or any portion of the Assets prior to the Closing Date and such Third Party Claim has been brought within one (1) year after the Closing Date.
(2) Any Third Party Claims against Seller (other than Environmental Obligations) that have been brought prior to the Closing Date.
Retained Obligations. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and
