Common use of Retained Obligations Clause in Contracts

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. Provided that the Closing occurs, Seller shall retain indefinitely all obligations and liabilities related to (a) the Excluded Assets (b) all liability of Seller to third parties for personal injury, bodily injury, illness or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (c) ad valorem, property, severance and similar taxes attributable to the period of time prior to the Effective Time retained by Seller; (d) all litigation existing or threatened Claims as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time, including, without limitation, any matters described in Schedule 5.1(g), and (e) all obligations, liabilities and Claims relating to any pollutant, contaminant or toxic or hazardous materials that may have originated from, or been removed from, any of the Assets which were disposed of offsite of the Assets during the time period November 1, 2011 until Closing; for a period of two (2) years from Closing, and not thereafter, Seller shall retain (f) all obligations and liabilities of Seller for the payment or improper payment of royalties, overriding royalties, production payments, net profits interests, rentals and other similar payments under attributable to Seller’s interests in the Leases Leases, Units and Xxxxx relating to the Subject Interests to the extent attributable to periods Assets accruing prior to the Effective Time; (bg) 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 Time, (iii) other payment obligations that accrue and become due prior to the Effective Time; , (civ) all liability of Seller to Third Parties joint interest xxxxxxxx and trade payables, and (vi) for personal injury or death to the extent occurring alleged breach thereof 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. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for for, under, relating to or arising from (a) 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 accruing 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 Time, and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties any claim for personal injury or death relating to the extent Assets and occurring prior to the Effective Time as a result Closing Date to the extent arising out of or attributable to the operation of period prior to the AssetsClosing Date; (d)(id) (i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law Law on Seller or Parent or any of its their affiliates, or any combined, unitary, 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 born by Seller pursuant to Section 10.02(b)(iii) or Section 12.0212.01(c)(i)), (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, 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 the litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Timematters set forth on Schedule 5.06; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring Seller, prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability any breach by Seller of any of Seller’s representations and warranties contained in Article V (or the corresponding representation and warranty made by Seller under any credit facilitiesin the certificate delivered pursuant to Section 10.04(c) or its covenants hereunder); (i) all liability of any act or omission by Seller under involving or relating to the Excluded Assets or any hedging, swap, put, call, collar, future, derivative or similar arrangementother assets excluded from the Assets pursuant to the terms hereof; and (j) the Excluded matters set forth on Schedule 5.06; (k) taxes of Seller and (l) liens, security interests and similar charges against the Assets relating to amounts that are being disputed in good faith by Seller as of the date hereof or the Closing Date, as applicable (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. Provided that the Closing occurs, Seller shall retain all obligations and liabilities related to the Excluded Assets indefinitely, and for a period of six (6) months from Closing, and not thereafter, 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 Assets accruing 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, and (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 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; provided, however, that Seller shall retain such obligations and liabilities beyond the six-month period to the extent, and only to the extent, the same is asserted prior to the expiration of the six-month period and is covered and paid by Seller’s insurance; (d)(id) any and all income Taxesad valorem, franchise Taxes property, severance and similar Taxes imposed by any applicable law on Seller or any taxes attributable to the period of its affiliates, or any combined, unitary, or consolidated group of which any of time prior to 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 Effective Time retained by Seller pursuant to Section 10.02(b)(iii) (insofar as the same are based on the tax rates and methodology used or Section 12.02, (iii) any Taxes imposed that was in effect 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) except as disclosed in Schedule 5.1(e), if any, all pending litigation involving the Seller (with regard to its ownership operation or use of the Assets) existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; and (f) any offsite disposal additional costs, liabilities, penalties or fines arising from or in connection with the Compliance Order described in item 3 of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (gSchedule 5.1(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 attached hereto (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. Provided that the Closing occurs, Seller (a) Sellers shall retain all obligations and liabilities related to (ai) the Excluded Assets, (ii) Property Costs and other costs which are for the account of Sellers pursuant to Section 2.4(b) or Section 12.2, (iii) ad valorem, property, and similar Taxes attributable to periods of time prior to the Effective Time and Sellers’ income, gross receipts, profits, capital, capital gains or similar taxes (including corporate, franchise, business and occupation, business license, withholding, payroll, employment, social security, unemployment, stamp, occupation and similar taxes), except such Taxes as are specifically allocated to Purchaser pursuant to Sections 9.3(a) and 9.3(c); (iv) all litigation existing as of the Effective Time, which is disclosed on Schedule 7.6 or known, and (v) costs, expenses and other Losses attributable to the termination, repurchase, or novation of the Transferred Derivatives as contemplated by Section 11.7, indefinitely; and (b) for a period of twelve (12) months from Closing, and not thereafter, Sellers shall retain all obligations, liabilities, damages, duties and other obligations that relate to the ownership or operation of the Assets prior to the Effective Time, including (i) litigation relating to the period of time prior to the Effective Time, but not known, including any toxic tort litigation associated with the St. Regis Facility and Nitrogen Generation Facility in Jay, Florida and Flomaton, Alabama, which becomes known within such twelve (12) month period; (ii) 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 Assets accruing prior to the Effective Time; (biii) all obligations of any Seller under the Contracts Material Agreements for (iA) overhead charges related to periods prior to the Effective Time, (iiB) costs costs, expenses, losses and expenses damages incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iiiC) other payment obligations that accrue and become due prior to the Effective Time; and (civ) all liability of any Seller to Third Parties third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the ownership or operation of the Assets; provided, however, that Sellers shall retain such liabilities for personal injury or death beyond the twelve (d)(i12) 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 month-period to the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into accountextent, 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 only to the ownership or operation of the Excluded Assetsextent, covered and paid by Sellers’ insurance (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 collectively “Retained Obligations”). Seller and Purchaser agree that suspense funds contained in suspense accounts (the “Suspense Interests”) as well as any and all responsibility, liability and/or obligations with respect thereto will be retained by Seller, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”)Seller shall continue to disburse and/or escheat such Suspense Interests as required by contract or statute.

Retained Obligations. Provided that the Closing occursoccurs and subject to Buyer’s indemnification obligations set forth in Section 16.03, Seller shall retain (but only to the extent the same do not constitute Permitted Encumbrances, Indemnified Title Defects, Assumed Environmental Obligations or Indemnified Environmental Defects) all Losses related to (a) all obligations and liabilities of Seller for the payment mispayment or improper non- payment of royalties, rentals overriding royalties, net profits interests and other similar payments under the Leases relating burdens on production (in each case) attributable to the Subject Interests to the extent attributable to periods Assets and accruing prior to the Effective Time; in each case, only to the extent that Buyer has provided Seller with a timely Claim Notice in accordance with Section 16.05 prior to the date that is thirty-six (36) months following the Closing; (b) all obligations any liability of Seller, or otherwise imposed on the Assets in respect of any Tax, including without limitation, any liability of Seller for the Taxes of any other Person under the Contracts for Treasury Regulation 1.1502-6 (i) overhead charges related to periods prior or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, but excluding any Taxes that are specifically allocated to the Effective Time, (ii) costs Buyer pursuant to Section 11.03 and expenses incurred prior any Transfer Taxes allocated to the Effective Time for goods and services provided prior Buyer pursuant to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective TimeSection 11.02; (c) all liability any contamination or condition that is a result of any off-site disposal by Seller of any Hazardous Substances produced from any of the Assets on, in or below any properties not included in the Assets that occurs prior to Third Parties the Closing, for personal injury which, and to the extent, that remediation of such contamination or death condition is required by any Environmental Law; in each case, only to the extent occurring that Buyer has provided Seller with a timely Claim Notice in accordance with Section 16.05 prior to the Effective Time as a result of date that is thirty-six (36) months following the operation of the AssetsClosing; (d)(id) 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 Losses attributable 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 obligations with respect to the ownership period prior to Closing and payable to any Affiliate of Seller, other than for goods or operation services furnished in the ordinary course 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 Timebusiness; (e) all litigation existing as of the Closing Date, any Property Expenses for which Seller is responsible pursuant to the extent it relates to the period of time prior to the Effective TimeSection 12.04; and (f) any offsite disposal of hazardous materials by Seller from the Subject Interests Losses relating to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s or 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 plans (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. Provided that the Closing occurs, Seller AEO shall retain (a) all obligations and liabilities of Seller for for, under, relating to or arising from: (a) the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests set forth in Exhibit A to the extent attributable to periods prior to the pre-Effective TimeTime periods; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior listed in Exhibit C to the Effective Time, (ii) costs and expenses incurred prior extent attributable to the pre-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 Timeperiods; (c) all liability of Seller to Third Parties any claim for personal injury or death relating to the Assets or operation of the Assets to the extent occurring arising out of or attributable to the period prior to the Effective Time as a result of the operation of the AssetsClosing Date; (d)(id) (i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law Law on Seller AEO whether prior to or any of its affiliates, or any combined, unitary, or consolidated group of which any of after the foregoing is or was a memberEffective Time, (ii) Asset Taxes allocable to Seller AEO pursuant to Section 9.02 1.4(b) taking into account, and without duplication of, such Asset Taxes effectively borne born by Seller AEO pursuant to Section 10.02(b)(iii) or Section 12.021.4(b), (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, 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 any litigation existing as of the Closing Date, matters to the extent it relates attributable to the period of time prior to the pre-Effective TimeTime periods; (f) any onsite or offsite disposal of hazardous materials Hazardous Substances by Seller from the Subject Interests to offsite locations occurring AEO or its contractors, prior to the Effective Time; (g) SellerAEO’s employment relationship with its employees and SellerAEO’s employee benefit plansplans prior the Effective Time; (h) all liability any breach by AEO of Seller under any credit facilitiesof AEO’s representations and warranties contained in Article 5 (or the corresponding representation and warranty made by AEO in the certificate delivered pursuant to Section 8.3(b)(ix) or its covenants hereunder); (i) the Excluded Assets; (j) liens, security interests and similar charges against the Assets relating to amounts that are being disputed in good faith by AEO as of the date hereof or the Closing Date, as applicable; (k) the obligation to make all liability revenue distribution, including the payment of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangementall royalties and tax obligations related to the November 2012 production and sales; and (jl) the Excluded Assets Notice of Violation 5009404 issued by the San Jxxxxxx Valley Air Pollution Control District following a July 25, 2012 inspection (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. Provided that Notwithstanding anything in this Agreement to the contrary, Buyer neither assumes nor hereby agrees to fulfill, perform, pay or discharge (or cause to be fulfilled, performed, paid or discharged), and each Seller agrees to retain sole responsibility for and to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and liabilities, known or unknown, with respect to: (a) the Excluded Assets; (b) all litigation existing as of the Closing occursDate with respect to the Assets; (c) any personal injury or death arising out of such Seller's ownership or operation of the Assets prior to the Closing Date; (d)(i) any and all income Taxes, Seller shall retain franchise Taxes and similar Taxes imposed by any applicable Law on Sellers or any of their Affiliates or any of their direct or indirect owners, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (aii) Asset Taxes allocable to Sellers pursuant to Section 9.03, taking into account, and without duplication of, such Asset Taxes effectively borne by Sellers pursuant to Section 12.01 or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof for straddle periods) ending before the Effective Time; (e) all obligations and liabilities of Seller Sellers 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 accruing prior to the Effective Time; (bf) all obligations of such 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 Time, and (iii) other payment obligations that accrue and become due prior to the Effective Time; and (cg) all liability Losses arising out of Seller to Third Parties for personal injury or death to the extent occurring resulting from: (i) any offsite disposal, prior to the Effective Time as a result Closing, of Hazardous Substances arising from the operation or use of the Assets; (d)(iii) any Hedge Contracts relating to the Assets; 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 Debt Contracts of any Seller or with respect any Affiliate relating 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. Provided that the Closing occursUpon Closing, Seller shall retain (a) all the Retained Obligations. The following Liabilities, obligations and liabilities of Seller for Claims are the payment “Retained Obligations”: Liabilities, obligations and Claims attributable to, arising out of, in connection with, based upon or improper payment of royalties, rentals and other similar payments under the Leases relating related 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 (including death) or death to the extent personal property damage resulting from events occurring prior to the Effective Time as a result of the operation of the AssetsClosing; (d)(iii) any and all income Taxes, franchise Taxes and similar Taxes imposed by Liabilities arising from any applicable law on off-site disposal or transportation of Hazardous Substances prior to Closing; (iii) the gross negligence or willful misconduct of Seller or any of its affiliates, Affiliates in connection with pre-Closing operations by Seller or any combinedof its Affiliates or any contractor of Seller or its Affiliates; (iv) any civil or administrative fines or penalties or criminal sanctions imposed on Seller, unitary, or consolidated group of which any of its Affiliates or their respective Representatives arising out of or related to pre-Closing conduct; (v) failure to properly and timely pay, in accordance with the foregoing is terms of any Lease, Contract or was a memberapplicable Law, all burdens (iiand related escheat obligations) Asset Taxes allocable and any amounts due under any joint interest billing or AFE attributable 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)(iiiSeller’s interest in the Assets (in each case) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership Assets prior to the Closing Date; (vi) any pending or, to the Knowledge of Seller, threatened litigation arising or operation occurring prior to and as of the Excluded Assets, and (iv) and any all other Taxes imposed on Closing Date against Seller or its Affiliates with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective TimeAssets; (evii) all litigation existing as any Claim made by or on behalf of the Closing Datean employee or contractor of Seller or any Affiliate of Seller arising from or relating to work performed, to an employment or contracting relationship with Seller or any Affiliate of Seller; (viii) any Seller Benefit Plan, (ix) any arrangements between Seller and any Affiliate thereof and (x) except to the extent it relates the Purchase Price is reduced pursuant 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 (cSection 2.3(b)(viii), (d)any Property Costs for which Seller is responsible pursuant to Section 3.1, (f), (g), (h), in the case of clauses (i), (jii), (iii), (iv), (v), (vi) and or (kx) hereinhereof, to the “Specified extent a valid Claim Notice is given within the survival period set forth in Section 3.3(j)(iii) for the Retained Obligations”; provided, however, that the items set forth in clauses (vii), (viii) or (ix) shall remain Retained Obligations indefinitely, notwithstanding the termination of the survival period set forth in Section 3.3(j)(iii).

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 accruing 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 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)(id) any and all income Taxesad valorem, franchise Taxes property, severance and similar Taxes imposed by any applicable law on Seller or any taxes attributable to the period of its affiliates, or any combined, unitary, or consolidated group of which any of time prior to 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 Effective Time retained by Seller pursuant to under 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, 9.02; 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 Time (collectively, the “Retained Obligations”). Specifically excluded from the Retained Obligations is any duty, obligation, or liability arising from or relating to any Environmental Defect or any Permitted Encumbrance except obligations agreed to be retained by Seller pursuant to Section 3.02(b)(ii) and (iii). Specifically included as a Retained Obligation is any Claim or obligation relating to the items specified Xxxxxx 00-0X Xxxx, XXX # 00-000-00000. Except as to any matter that is the subject of a Claim for indemnification by Buyer delivered in accordance with Section 14.05, below, effective two (c2) years after the Closing all Retained Obligations except for those described in Sections 14.01(c), (d) and (e) shall become Assumed Obligations. The Retained Obligations described in Sections 14.01(c), (f), (g), (h), (i), (jd) and (ke) herein, and the “Specified Retained Obligations”)Obligation relating to the Monroe 39-2H Well shall never become Assumed Obligations and shall not be subject to any deductible applicable to Seller’s indemnity of Buyer.

Retained Obligations. Provided that the Closing occurs, Seller (a) Sellers shall retain all obligations and liabilities related to (ai) the Excluded Assets, (ii) Property Costs and other costs which are for the account of Sellers pursuant to Section 2.4(b) or Section 12.2, (iii) ad valorem, property, and similar Taxes attributable to periods of time prior to the Effective Time and Excluded Taxes; (iv) all litigation existing as of the Effective Time, whether or not disclosed on Schedule 7.6, (v) costs, expenses and other Losses attributable to the termination, repurchase, or novation of the Transferred Derivatives as contemplated by Section 11.8, and (vi) the matter described in Section 14.7 indefinitely; (b) for a period of eighteen (18) months from Closing, and not thereafter, Sellers shall retain all obligations, liabilities, damages, duties and other obligations that relate to the ownership or operation of the Assets prior to the Effective Time (but excluding the liabilities described in clause (c) below), including (i) 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 Assets accruing prior to the Effective Time; and (bii) all obligations of any Seller under the Contracts Material Agreements for (iA) overhead charges related to periods prior to the Effective Time, (iiB) costs costs, expenses, losses and expenses damages incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iiiC) other payment obligations that accrue and become due prior to the Effective Time; and (c) for a period of twelve (12) months from Closing, and not thereafter, Sellers shall retain all liability of any Seller to Third Parties third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the ownership or operation of the Assets; provided, however, that Sellers shall retain such obligations and liabilities beyond the twelve (d)(i12) 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 month- period to the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into accountextent, 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 only to the ownership or operation of the Excluded Assetsextent, covered and paid by Sellers’ insurance (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 collectively “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, Seller shall retain all obligations and liabilities related to the Excluded Assets and Employee Retained Obligations indefinitely; and for a period of six (6) months from Closing, and not thereafter (the “Retained Obligation Survival Period”), Seller shall retain (a) all obligations and liabilities of Seller for the payment payments or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods Assets accruing 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, and (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 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; provided, however, that Seller shall retain such obligations and liabilities beyond the six (d)(i6) any month period to the extent, and all income Taxesonly to the extent, franchise Taxes covered and paid by Seller’s insurance; (d) ad valorem, property, severance and similar Taxes imposed taxes based upon or measured 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 or production therefrom attributable to the period (or portion thereof) ending before of time prior to the Effective TimeTime (as allocated to such period under Sections 4.1 and 4.2); and (e) except as disclosed in Schedule 5.1(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 Time (collectively, the “Retained Obligations”). Provided, and however, if (a) a third party claim is made in writing to Seller with respect to a Retained Obligation prior to the items specified in expiration of the Retained Obligation Survival Period or (cb) a third party claim is set forth on Schedule 3.4, Seller shall retain such obligation until such claim is resolved. The Term “Employee Retained Obligations” means, with respect to the persons listed on Schedule 5.1(o), (da) any obligations of Seller with respect to severance payments, vacation time, wages or salaries, health care expenses or any other applicable employment benefits for such persons, in each case, to the extent any such obligations accrued prior to the Effective Time, or (b) any severance payments related to the termination of such person’s employment relationship by Seller resulting from or in connection with the transfer of the Assets contemplated by this Agreement, regardless of whether the right to claim such severance payment accrues after the Effective Time. For the avoidance of doubt, Buyer shall be entitled to offer employment to any of the employees listed on Schedule 5.1(o), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”)but Buyer shall have no obligation to do so.

Retained Obligations. Provided that Notwithstanding anything in this Agreement to the contrary, Buyer neither assumes nor hereby agrees to fulfill, perform, pay or discharge (or cause to be fulfilled, performed, paid or discharged), and each Seller agrees to retain sole responsibility for and to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and liabilities, known or unknown, with respect to: (a) the Excluded Assets; (b) all litigation existing as of the Closing occursDate with respect to the Assets; (c) any personal injury or death arising out of such Seller’s ownership or operation of the Assets prior to the Closing Date; (d)(i) any and all income Taxes, Seller shall retain franchise Taxes and similar Taxes imposed by any applicable Law on Sellers or any of their Affiliates or any of their direct or indirect owners, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (aii) Asset Taxes allocable to Sellers pursuant to Section 9.03, taking into account, and without duplication of, such Asset Taxes effectively borne by Sellers pursuant to Section 12.01 or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof for straddle periods) ending before the Effective Time; (e) all obligations and liabilities of Seller Sellers 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 accruing prior to the Effective Time; (bf) all obligations of such 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 Time, and (iii) other payment obligations that accrue and become due prior to the Effective Time; and (cg) all liability Losses arising out of Seller to Third Parties for personal injury or death to the extent occurring resulting from: (i) any offsite disposal, prior to the Effective Time as a result Closing, of Hazardous Substances arising from the operation or use of the Assets; (d)(iii) any Hedge Contracts relating to the Assets; 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 Debt Contracts of any Seller or with respect any Affiliate relating 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. 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. Provided that the Closing occurs, Seller (a) Sellers shall retain all obligations and liabilities related to (ai) the Excluded Assets, (ii) Property Costs and other costs which are for the account of Sellers pursuant to Section 2.4(b) or Section 12.2, (iii) ad valorem, property, and similar Taxes attributable to periods of time prior to the Effective Time and Excluded Taxes; (iv) all litigation existing as of the Effective Time, whether or not disclosed on Schedule 7.6, (v) costs, expenses and other Losses attributable to the termination, repurchase, or novation of the Transferred Derivatives as contemplated by Section 11.8, and (vi) the matter described in Section 14.7 indefinitely; (b) for a period of eighteen (18) months from Closing, and not thereafter, Sellers shall retain all obligations, liabilities, damages, duties and other obligations that relate to the ownership or operation of the Assets prior to the Effective Time (but excluding the liabilities described in clause (c) below), including (i) 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 Assets accruing prior to the Effective Time; and (bii) all obligations of any Seller under the Contracts Material Agreements for (iA) overhead charges related to periods prior to the Effective Time, (iiB) costs costs, expenses, losses and expenses damages incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iiiC) other payment obligations that accrue and become due prior to the Effective Time; and (c) for a period of twelve (12) months from Closing, and not thereafter, Sellers shall retain all liability of any Seller to Third Parties third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the ownership or operation of the Assets; provided, however, that Sellers shall retain such obligations and liabilities beyond the twelve (d)(i12) 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 month-period to the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into accountextent, 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 only to the ownership or operation of the Excluded Assetsextent, covered and paid by Sellers’ insurance (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 collectively “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).