Common use of Retained Obligations Clause in Contracts

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. Provided that the Closing occurs, Seller shall retain the following, (but only to the extent that Buyer has provided the same do not constitute Permitted Encumbrances, Indemnified Title Defects, Assumed Environmental Obligations or Indemnified Environmental Defects) all costs, expenses, liabilities and obligations of Seller with written notice claiming indemnification within six (6) months of the Closing pursuant related to the provisions of Section 14.04, and not thereafter,: (a) all obligations and liabilities for the payment or improper payment by Seller of royalties and rentals accruing under the Leases relating prior to the Subject Interests accruing during the Seller Ownership PeriodEffective Time; (b) all obligations of Seller under any obligations, duties and liabilities that (i) do not solely accrue from or solely arise out of, the Contracts for payment of trade payables Assets or (ii) that accrue during are attributable to periods prior to or after the Seller Ownership PeriodClosing Date that relate to Seller’s business generally, including but not limited to general, administrative and personnel matters; (c) Claims of Third Parties arising in connection with the breach by Seller of any obligation for which Seller expressly elects to indemnify Buyer pursuant to Section 4.04(a)(iii)representation or warranty set forth in this Agreement; (d) all obligations and liabilities Claims against Seller by co-working interest owners in the Assets for payment of ad valorem, property, and severance taxes attributable matters occurring prior to the Assets arising during Closing Date in connection with Seller’s operation of the Seller Ownership PeriodAssets; (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 a result of any offsite off-site disposal by Seller, Journey Operating or their respective affiliates Seller of any wastes, pollutants, contaminants, hazardous material or other material or substances Hazardous Substances produced from the Leases on, in or below any properties not included in the Assets prior to the Effective Time Time, for which, and to the extent, that remediation of such contamination or condition is required by any Environmental Law; ("Offsite Disposal Claims"f) any obligations, duties and liabilities of Seller relating to or arising from each of the Excluded Assets; and (g) any income, franchise or similar taxes of Seller or any of its Affiliates (collectively, the "“Retained Obligations"”).

Retained Obligations. Provided that Notwithstanding the Closing occursterms of Section 11.1, the Assumed Obligations shall not include, and Seller shall retain and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged), any and all liabilities, Damages, duties, or obligations, known or unknown, to the followingextent they are attributable to, arise out of or in connection with, or are based upon (collectively, the “Retained Obligations”): (a) the Excluded Assets (including the ownership or operation thereof); (b) matters required to be borne, paid or retained by Seller under Sections 2.3 and 2.4; (c) Seller Taxes; (d) any personal injury or death attributable to, or arising out of, Xxxxxx’s or any of its Affiliates’ ownership of the Assets prior to the Closing Date; (e) the off-site disposal of any Hazardous Substances, mercury, drilling fluids, chemicals, produced waters, Hydrocarbons or other materials of any nature generated by or on behalf of Seller or any of its Affiliates or otherwise produced from or attributable to any of the Assets and taken from a location that is on or within any of the Assets to a location that is not on or within any of the Assets, 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 such disposal occurred prior to the Effective Time as a result of the operation of the Assets by Seller, Journey Operating or their respective affiliates; and Closing Date; (f) all obligations and liabilities relating any fines or penalties of Governmental Authorities levied at any time against Seller or any of its Affiliates, or imposed or assessed at any time related to any contamination or condition that is the result arising out of any offsite disposal by Seller, Journey Operating ’s or their respective affiliates its Affiliates’ ownership 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 Closing Date; (g) the actions, suits, proceedings and other matters set forth on Schedule 4.2 (or that should have been set forth on Schedule 4.2 in order for Seller’s representation in Section 4.2 to have been true and correct at and as of the Execution Date and the Closing); (h) the fraud, gross negligence or willful misconduct of Seller or any of its Affiliates in connection with the ownership of the Assets prior to the Closing Date; (i) any payment, nonpayment, mispayment or miscalculation by or on behalf of Seller or any of its Affiliates of any Royalties, similar Lease burdens or other production proceeds owing to Working Interest owners and escheat obligations, in each case, attributable to periods prior to the Effective Time Date; or ("Offsite Disposal Claims"j) any Employee Liabilities or Benefit Plan Liabilities. (collectively, the "Retained Obligations")k) [Intentionally Omitted].

Retained Obligations. Provided that Notwithstanding the Closing occursterms of Section ‎11.1, the Assumed Obligations shall not include, and Seller shall retain and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged), any and all liabilities, Damages, duties, or obligations, known or unknown, to the followingextent they are attributable to, arise out of or in connection with, or are based upon (collectively, the “Retained Obligations”): (a) the Excluded Assets (including the ownership or operation thereof); (b) matters required to be borne, paid or retained by Seller under Sections 2.3 and ‎2.4; (c) Seller Taxes; (d) any personal injury or death attributable to, or arising out of, Seller’s or any of its Affiliates’ ownership of the Assets prior to the Closing Date; (e) the off-site disposal of any Hazardous Substances, mercury, drilling fluids, chemicals, produced waters, Hydrocarbons or other materials of any nature generated by or on behalf of Seller or any of its Affiliates or otherwise produced from or attributable to any of the Assets and taken from a location that is on or within any of the Assets to a location that is not on or within any of the Assets, 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 such disposal occurred prior to the Effective Time as a result of the operation of the Assets by Seller, Journey Operating or their respective affiliates; and Closing Date; (f) all obligations and liabilities relating any fines or penalties of Governmental Authorities levied at any time against Seller or any of its Affiliates, or imposed or assessed at any time related to any contamination or condition that is the result arising out of any offsite disposal by Seller, Journey Operating ’s or their respective affiliates its Affiliates’ ownership 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 Closing Date; (g) the actions, suits, proceedings and other matters set forth on Schedule 4.2 (or that should have been set forth on Schedule 4.2 in order for Seller’s representation in Section 4.2 to have been true and correct at and as of the Execution Date and the Closing); (h) the fraud, gross negligence or willful misconduct of Seller or any of its Affiliates in connection with the ownership of the Assets prior to the Closing Date; or (i) any payment, nonpayment, mispayment or miscalculation by or on behalf of Seller or any of its Affiliates of any Royalties, similar Lease burdens or other production proceeds owing to Working Interest owners and escheat obligations, in each case, attributable to periods prior to the Effective Time ("Offsite Disposal Claims") (collectively, the "Retained Obligations")Date.

Retained Obligations. Provided that Notwithstanding the Closing occursterms of Section ‎11.1, the Assumed Obligations shall not include, and Seller shall retain and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged), any and all liabilities, Damages, duties, or obligations, known or unknown, to the followingextent they are attributable to, arise out of or in connection with, or are based upon (collectively, the “Retained Obligations”): (a) the Excluded Assets (including the ownership or operation thereof); (b) matters required to be borne, paid or retained by Seller under Sections 2.3 and ‎2.4; (c) Seller Taxes; (d) any personal injury or death attributable to, or arising out of, Seller’s or any of its Affiliates’ ownership or operation of the Assets prior to the Closing Date; (e) the off-site disposal of any Hazardous Substances, mercury, drilling fluids, chemicals, produced waters, Hydrocarbons or other materials of any nature generated by or on behalf of Seller or any of its Affiliates or otherwise produced from or attributable to any of the Assets and taken from a location that is on or within any of the Assets to a location that is not on or within any of the Assets, 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 such disposal occurred prior to the Effective Time as a result of the operation of the Assets by Seller, Journey Operating or their respective affiliates; and Closing Date; (f) all obligations and liabilities relating any fines or penalties of Governmental Authorities levied at any time against Seller or any of its Affiliates, or imposed or assessed at any time related to any contamination or condition that is the result arising out of any offsite disposal by Seller, Journey Operating ’s or their respective affiliates its Affiliates’ ownership or operation 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 Closing Date; (g) the actions, suits, proceedings and other matters set forth on Schedule 4.2 (or that should have been set forth on Schedule 4.2 in order for Seller’s representation in Section 4.2 to have been true and correct at and as of the Execution Date and the Closing); (h) the fraud, gross negligence or willful misconduct of Seller or any of its Affiliates in connection with the ownership or operation of the Assets prior to the Closing Date; or (i) any payment, nonpayment, mispayment or miscalculation by or on behalf of Seller or any of its Affiliates of any Royalties, similar Lease burdens or other production proceeds owing to Working Interest owners and escheat obligations, in each case, attributable to periods prior to the Effective Time Date ("Offsite Disposal Claims") (collectivelyexcluding, however, Suspense Funds that are properly held in suspense and for which a downward adjustment to the "Retained Obligations"Purchase Price is made at Closing pursuant to Section 2.3(f)(iii)).

Retained Obligations. Provided that Notwithstanding the Closing occursterms of Section 11.1, the Assumed Obligations shall not include, and Seller shall retain and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged), any and all liabilities, Damages, duties, or obligations, known or unknown, to the followingextent they are attributable to, arise out of or in connection with, or are based upon (collectively, the “Retained Obligations”): (a) the Excluded Assets (including the ownership or operation thereof); (b) matters required to be borne, paid or retained by Seller under Sections 2.3 and 2.4; (c) Seller Taxes; (d) any personal injury or death attributable to, or arising out of, Seller’s or any of its Affiliates’ ownership or operation of the Assets prior to the Closing Date; (e) the off-site disposal of any Hazardous Substances, mercury, drilling fluids, chemicals, produced waters, Hydrocarbons or other materials of any nature generated by or on behalf of Seller or any of its Affiliates or otherwise produced from or attributable to any of the Assets and taken from a location that is on or within any of the Assets to a location that is not on or within any of the Assets, 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 such disposal occurred prior to the Effective Time as a result of the operation of the Assets by Seller, Journey Operating or their respective affiliates; and Closing Date; (f) all obligations and liabilities relating any fines or penalties of Governmental Authorities levied at any time against Seller or any of its Affiliates, or imposed or assessed at any time related to any contamination or condition that is the result arising out of any offsite disposal by Seller, Journey Operating ’s or their respective affiliates its Affiliates’ ownership or operation 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 Closing Date; (g) the actions, suits, proceedings and other matters set forth on Schedule 4.2 (or that should have been set forth on Schedule 4.2 in order for Seller’s representation in Section 4.2 to have been true and correct at and as of the Execution Date and the Closing); (h) the Fraud, gross negligence or willful misconduct of Seller or any of its Affiliates in connection with the ownership or operation of the Assets prior to the Closing Date; or (i) any payment, nonpayment, mispayment or miscalculation by or on behalf of Seller or any of its Affiliates of any Royalties, similar Lease burdens or other production proceeds owing to Working Interest owners and escheat obligations, in each case, attributable to periods prior to the Effective Time Date ("Offsite Disposal Claims") (collectivelyexcluding, however, Suspense Funds that are properly held in suspense and for which a downward adjustment to the "Retained Obligations"Purchase Price is made at Closing pursuant to Section 2.3(g)).

Retained Obligations. Provided that Notwithstanding the Closing occursterms of Section 11.1, the Assumed Obligations shall not include, and Seller shall retain and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged), any and all liabilities, Damages, duties, or obligations, known or unknown, to the followingextent they are attributable to, arise out of or in connection with, or are based upon (collectively, the “Retained Obligations”): (a) the Excluded Assets (including the ownership or operation thereof); (b) matters required to be borne, paid or retained by Seller under Sections 2.3 and 2.4; (c) Seller Taxes; (d) any personal injury or death attributable to, or arising out of, Seller’s or any of its Affiliates’ ownership or operation of the Assets prior to the Closing Date; (e) the off-site disposal of any Hazardous Substances, mercury, drilling fluids, chemicals, produced waters, Hydrocarbons or other materials of any nature generated by or on behalf of Seller or any of its Affiliates or otherwise produced from or attributable to any of the Assets and taken from a location that is on or within any of the Assets to a location that is not on or within any of the Assets, 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 such disposal occurred prior to the Effective Time as a result of the operation of the Assets by Seller, Journey Operating or their respective affiliates; and Closing Date; (f) all obligations and liabilities relating any fines or penalties of Governmental Authorities levied at any time against Seller or any of its Affiliates, or imposed or assessed at any time related to any contamination or condition that is the result arising out of any offsite disposal by Seller, Journey Operating ’s or their respective affiliates its Affiliates’ ownership or operation 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 Closing Date; (g) the actions, suits, proceedings and other matters set forth on Schedule 4.2 (or that should have been set forth on Schedule 4.2 in order for Seller’s representation in Section 4.2 to have been true and correct at and as of the Execution Date and the Closing); (h) the fraud, gross negligence or willful misconduct of Seller or any of its Affiliates in connection with the ownership or operation of the Assets prior to the Closing Date; or (i) any payment, nonpayment, mispayment or miscalculation by or on behalf of Seller or any of its Affiliates of any Royalties, similar Lease burdens or other production proceeds owing to Working Interest owners and escheat obligations, in each case, attributable to periods prior to the Effective Time Date ("Offsite Disposal Claims") (collectivelyexcluding, however, Suspense Funds that are properly held in suspense and for which a downward adjustment to the "Retained Obligations"Purchase Price is made at Closing pursuant to Section 2.3(g)).

Retained Obligations. Provided that the Closing occurs, Seller shall retain the following, to following (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,: “Retained Obligations”): (a) Any and all obligations and liabilities for the payment of royalties and rentals under the Leases Obligations in any way relating to the Subject Interests accruing during ownership and/or operation of the Seller Ownership Period; Excluded Assets and the Retained Assets; (b) all obligations All Property Costs and other costs which are for the account of Seller under the Contracts for payment of trade payables that accrue during the Seller Ownership Period; pursuant to Section 2.4(a) or Section 11.2; (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 Ad valorem, property, severance and severance other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom attributable to any period prior to the Effective Time; (d) Excluded Taxes; (e) All litigation relating to the Assets arising during existing as of the Seller Ownership Period; Closing Date; (ef) all obligations and liabilities of Seller Any liability to Third Parties third parties for personal injury or death to the extent occurring prior to before the Effective Time Closing Date as a result of the ownership and/or operation of the Assets by Seller, Journey Operating or their respective affiliates; and Assets; (fg) all Any payment obligations and liabilities relating to any contamination or condition that is the result ownership and operation of any offsite disposal by Sellerthe Assets, 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 to the Assets extent attributable to the period prior to the Effective Time Time, other than those related to the Suspense Funds, Environmental Liabilities, and plugging, abandonment, and surface restoration of the oil, gas, injection, water, or other xxxxx located on the lands covered by the Leases; ("Offsite Disposal Claims"h) The disposal of or transportation to any location by or for Seller (collectivelyor any of their Affiliates) or by Seller’s agents or representatives of any Hazardous Substances derived from or attributable to the Assets in violation of any Environmental Law; and (i) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the "Retained Obligations")Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their employees.

Retained Obligations. Provided that Notwithstanding the Closing occursterms of Section 11.1, but subject to Section 11.1(f), the Assumed Obligations shall not include, and Seller shall retain and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged), any and all liabilities, Damages, duties, or obligations, known or unknown, to the followingextent they are attributable to, arise out of or in connection with, or are based upon (collectively, the “Retained Obligations”): (a) the Excluded Assets (including the ownership or operation thereof); (b) matters required to be borne, paid or retained by Seller under Sections 2.3 and 2.4; (c) Seller Taxes; (d) any personal injury or death attributable to, or arising out of, Xxxxxx’s or any of its Affiliates’ ownership of the Assets prior to the Closing Date; (e) the off-site disposal of any Hazardous Substances, mercury, drilling fluids, chemicals, produced waters, Hydrocarbons or other materials of any nature generated by or on behalf of Seller or any of its Affiliates or otherwise produced from or attributable to any of the Assets and taken from a location that is on or within any of the Assets to a location that is not on or within any of the Assets, 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 such disposal occurred prior to the Effective Time as a result of the operation of the Assets by Seller, Journey Operating or their respective affiliates; and Closing Date; (f) all obligations and liabilities relating any fines or penalties of Governmental Authorities levied at any time against Seller or any of its Affiliates, or imposed or assessed at any time related to any contamination or condition that is the result arising out of any offsite disposal by Seller, Journey Operating ’s or their respective affiliates its Affiliates’ ownership 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 Closing Date; (g) the actions, suits, proceedings and other matters set forth on Schedule 4.2 (or that should have been set forth on Schedule 4.2 in order for Seller’s representation in Section 4.2 to have been true and correct at and as of the Execution Date); (h) the fraud, gross negligence or willful misconduct of Seller or any of its Affiliates in connection with the ownership or operation of the Assets prior to the Closing Date; (i) any payment, nonpayment, mispayment or miscalculation by or on behalf of Seller or any of its Affiliates of any Royalties, similar Lease burdens or other production proceeds owing to Working Interest owners and escheat obligations, in each case, attributable to periods prior to the Effective Time Date; or ("Offsite Disposal Claims"j) any Employee Liabilities or Benefit Plan Liabilities. (collectively, the "Retained Obligations")k) [Intentionally Omitted].