Seller Retained Liabilities Sample Clauses
Seller Retained Liabilities. See Section 2.5(a).
Seller Retained Liabilities. The Seller (or other Seller Employer, as applicable) shall remain responsible for and will discharge and perform in full when due all of the Retained Liabilities (as defined below) and, notwithstanding anything herein to the contrary, none of Buyer or any of its Affiliates (including the Company following the Closing) will assume, and no such Person
Seller Retained Liabilities. 16.1.1 Subject to any other express provision in this Agreement, and except to the extent Buyer has received a credit for such liabilities under this Agreement, pursuant to Section 15 or otherwise, Seller shall exclusively retain all liabilities with respect to the following matters, but only to the extent such matters arise out of or relate to the ownership, use, management, or operation of any of the Property prior to the Closing Date: (a) the payment of any amounts due and payable to third parties or accrued to third parties under any leases, contracts, agreements, and licenses and permits, (b) the payment of all taxes, including personal property, sales and use taxes due and payable or accrued for the period prior to the Closing Date, (c) any fine, penalty or charge assessed by a Governmental Authority, and (d) any claim for personal injury or property damage to a person (other than Seller or any Person claiming by or through Seller, and other than in connection with any matter for which Buyer is obligated to indemnify Seller pursuant to this Agreement) (the “Seller Retained Liabilities”); provided, however, that except as set forth in the foregoing clause (d), Seller Retained Liabilities shall not include any liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to or exists after the Closing), including the design, construction, maintenance, engineering or environmental condition of the Property, whether or not such condition arose out of or related to the ownership, use, management or operation of any of the Property prior to the Closing. Subject to Section 16.1.2 below, Seller shall indemnify and hold harmless Buyer from and against any Liabilities incurred by Buyer to the extent resulting from the Seller Retained Liabilities.
16.1.2 All covenants of Sellers set forth in this Agreement which by their terms expressly survive the Closing, and all representations and warranties of Seller set forth in this Agreement, and all indemnification obligations of Sellers set forth in this Agreement (including the indemnity provided in Section 16.1.1 above) (collectively, the “Post-Closing Obligations”) will survive the Closing for a period commencing on the Closing Date and terminating at 5:00 p.m. (New York time) on the later of (a) March 31, 2016, and (b) the date that is nine (9) months after the Closing Date (such period being referred to herein as the “Survival Period”). No ...
Seller Retained Liabilities. If Closing occurs, then from and after the Closing Date, Seller shall release Purchaser Group from, and shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against, any and all Third Party Claims relating to, arising out of, or connected with, directly or indirectly (and no matter when asserted) (collectively, “Seller Retained Liabilities”):
(a) the ownership or operation of the Excluded Properties including, with respect to such Excluded Properties, (i) Third Party Claims relating to: (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass, (E) statutory causes of action and (F) violation of Law, even if caused in whole or in part by the negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, or other legal fault of any Person indemnified hereunder, and (ii) Tax Claims or disputes to the extent relating thereto;
(b) the litigation, proceedings and Claims set forth in Schedule 10.1(d);
(c) to the extent arising from or attributable to the period of Seller’s ownership of the Properties and occurring prior to the Effective Time, any Claim for personal injury, death or Third Party property damage relating to the Properties;
(d) to the extent arising from or attributable to the period of Seller’s ownership of the Properties, the disposal or transportation of any Hazardous Substances from any of the Properties to any location not on the Properties or lands unitized therewith;
(e) any payments for royalties or overriding royalties attributable to sales of Hydrocarbons produced from the Properties prior to the Effective Time;
(f) Claims of liability of Seller for gross negligence or willful misconduct in connection with its operation prior to the Effective Time of any of the Properties in its capacity as operator thereof (and not as a joint tenant in the properties comprising the Properties);
(g) all Seller Employment Liabilities;
(h) Third Party Claims relating to or arising from any Preferential Rights other than those Claims for which Purchaser is responsible pursuant to Section 3.2(d);
(i) any Claims relating to the matters set forth in Schedule 10.1(k); and
(j) all Seller Taxes and any Liability of Seller for any other Tax...
Seller Retained Liabilities. The following obligations and liabilities shall remain and be the obligations and liabilities solely of Seller (the “Seller Retained Liabilities”): all obligations and liabilities arising out of or relating to the Assets other than the Assumed Liabilities, and all obligations and liabilities to the extent attributable to the Assets after the effective date of the Reversion, shall remain and be the obligations and liabilities solely of Seller, including, but not limited to, any long-term debt (including the current portion thereof) and any obligation or liability with respect to periods prior to and including the Effective Time for payment of rentals, royalties or Taxes related to the Assets.
Seller Retained Liabilities. If Closing occurs, then from and after the Closing Date, Seller shall release Purchaser Group from, and shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against, any and all Third Party Claims relating to, arising out of, or connected with, directly or indirectly (and no matter when asserted) (collectively, “Seller Retained Liabilities”):
(a) the ownership or operation of the Excluded Properties including, with respect to such Excluded Properties, (i) Third Party Claims relating to: (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass, and (E) violation of Law, even if caused in whole or in part by the negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, or other legal fault of any Person indemnified hereunder, and (ii) Tax Claims or disputes relating thereto;
(b) Seller’s failure to properly or timely pay royalties prior to the Effective Time;
(c) the matters described on Schedule 10.1(d);
(d) any breach of Seller’s representations and warranties in Sections 10.1(a) through 10.1(c); and
(e) all Taxes attributable to periods prior to the Effective Time for which Seller has agreed to be responsible under this Agreement. Claims under this Section 8.6 may be made even if a Claim could also be asserted under Sections 8.2 or 8.4 and Claims under this Section 8.6 are not subject to any of the limitations set forth in Section 8.7.
Seller Retained Liabilities. Subject to the terms of this Agreement, as between Seller and Buyer, after the First Closing with respect to the Initial Properties and the Supplemental Closing with respect to the Supplemental Properties, Seller shall retain and agree to pay, perform, and discharge the following duties, obligations, and Liabilities (collectively, the “Retained Liabilities”):
(a) the performance of the terms, conditions, and covenants of, and the discharge of Seller’s share of the duties, obligations, and Liabilities of the lessee (including obligations or Liabilities for the payment of bonus, royalties, lease maintenance payments, and other sums of money) arising under the terms of Leases for the period prior to the applicable Effective Time;
Seller Retained Liabilities. Seller will pay all of Seller’s outstanding Seller Retained Liabilities as such payments fall due in the ordinary course of business. Seller will provide Buyer with a Seller’s Affidavit attesting to this.
Seller Retained Liabilities. Other than the Buyer Assumed Liabilities, which shall be paid, discharged, and satisfied by the Buyer, no other liabilities of the Seller shall be assumed by the Buyer, and the Seller covenants and agrees to pay, discharge and otherwise satisfy all other liabilities that are not Buyer Assumed Liabilities in accordance with their respective terms (the “Seller Retained Liabilities”). Without limiting the generality of the foregoing, it is specifically understood and agreed as follows:
(a) Seller shall be responsible for Seller Retained Liabilities that constitute liabilities and obligations owed to employees, including but not limited to any unpaid wages or benefits earned or incurred before the Closing Date.
(b) Seller shall be responsible for Seller Retained Liabilities that constitute state and/or federal tax liabilities arising as a result of Seller owning the Purchased Assets and operating Seller’s Business prior to the Closing Date.
Seller Retained Liabilities. All obligations and liabilities arising out of or relating to the Assets other than the Assumed Liabilities, and all obligations and liabilities to the extent attributable to the Reserved Rights, shall remain and be the obligations and liabilities solely of Seller (the “Seller Retained Liabilities”), including, but not limited to, any long-term debt (including the current portion thereof) and any obligation or liability with respect to periods prior to and including the Effective Time for payment of rentals, royalties or Taxes related to the Assets.