Seller’s Obligations after Closing. After Closing, Seller will retain responsibility for (a) the payment of all operating expenses and capital expenditures related to the Assets and attributable to Seller’s ownership and/or its operation of the Assets prior to the Effective Time, including the costs and expenses attributable to the items set forth in Schedule 5.14, (b) severance, ad valorem, production, property, personal property, and similar Taxes measured by the value of the Assets or measured by the production of Hydrocarbons attributable to all periods during which Seller owned the Assets prior to the Effective Time, (c) the payment of all broker’s and finder’s fees in connection with the transactions contemplated by this Agreement, (d) the obligations, liabilities, and duties of Seller relating to or with respect to its ownership and/or operation of the Assets that are attributable to Seller’s period of ownership of the Assets prior to the Effective Time other than the Plugging and Abandonment Obligations and the Environmental Obligations, (e) any liability of Seller for the personal injury or death of an individual or property damage that arises from operations related to the Assets during Seller’s period of ownership prior to the Effective Time, (f) any breach of the representations set forth in ARTICLE 5 of this Agreement, and (g) Seller’s proportionate share of any third party Claims with respect to the payment of royalties, overriding royalties, production payments, net profit payments, or other payments required by the Leases or the Contracts that accrued during Seller’s period of ownership of the Leases and Contracts prior to the Effective Time (collectively, the “Retained Obligations”).
Seller’s Obligations after Closing. After Closing, Seller will retain responsibility for (a) the payment of all operating expenses and capital expenditures related to the Assets and attributable to Seller’s ownership and/or operation of the Assets prior to the Effective Time, but not including the AFEs set forth in Schedule 5.08, (b) severance, ad valorem, production, property, personal property, and similar Taxes measured by the value of the Assets or measured by the production of Hydrocarbons attributable to all periods prior to the Effective Time, (c) the payment of all broker’s and finder’s fees of Seller in connection with the transactions contemplated by this Agreement, (d) the obligations, liabilities, and duties of Seller relating or with respect to the ownership and/or operation of the Assets that are attributable to periods prior to the Effective Time other than the Plugging and Abandonment Obligations and the Environmental Obligations, and (e) Seller’s proportionate share of any third party Claims with respect to payments of lease royalties in respect of the Leases attributable to periods prior to the Effective Time (collectively the “Retained Obligations”).
Seller’s Obligations after Closing. After Closing, Seller will retain responsibility for all liabilities, obligations and duties with respect to the ownership of the Assets before the Closing Date, except as otherwise specifically provided in this Agreement (the Seller's Retained Obligations"). The Seller's Retained Obligations include without limitation:
8.3.1 All performance obligations under the Contracts that are attributable to and accrue in the period before the Closing Date;
8.3.2 All Claims (as defined in Section 8.4.1) arising from Seller's ownership or operation of the Assets before the Closing Date.
8.3.3 All Claims (as defined in Section 8.4.1) arising from any inaccuracy in any representations or warranties of Seller under this Agreement.
8.3.4 All warranty obligations, expressed or implied, of Seller with respect to the Jupiter and Galileo products sold or services rendered by Seller on or prior to the Closing Date and as set forth in Schedule 8.3.4 hereto ("Warranty Obligations"). Seller and Buyer agree that Buyer will perform the services necessary to fulfill the Warranty Obligation that continue after the Closing Date, and that Seller shall pay all direct material and labor costs, plus a ten percent (10%) xxxx-up, borne by Buyer to fulfill such Warranty Obligations that continue after the Closing date.
8.3.5 All Claims arising out of any suits , claims or proceedings brought or asserted by a third party and which are alleged to have arisen or are attributable to the period prior to the Closing Date.
Seller’s Obligations after Closing. After Closing, Seller will retain responsibility for its proportionate share of (a) the payment of all operating expenses and capital expenditures related to the Subject Interests and attributable to Seller’s ownership and operation of the Subject Interests , (b) severance, ad valorem and similar taxes measured by the value of the Subject Interests or measured by the production of Hydrocarbons applicable to the period prior to the Effective Time, and (c) third-party claims with respect to payments of lease royalties in respect of the Leases during Seller’s ownership of the Subject Interests , except as related to Suspended Proceeds, collectively (the “Retained Obligations”).
Seller’s Obligations after Closing. After Closing and subject to Sections 10.10 and 10.11, Seller will retain responsibility for its proportionate share of (a) the payment of all operating expenses and capital expenditures related to the Assets and attributable to Seller’s ownership and operation of the Assets, (b) severance, ad valorem and similar taxes measured by the value of the Assets or measured by the production of Hydrocarbons applicable to the period prior to the Effective Time, and (c) third-party claims with respect to payments of lease royalties in respect of the Leases during Seller’s ownership of the Assets, except as related to Suspended Proceeds.
Seller’s Obligations after Closing. After Closing, Seller will retain responsibility for (a) the payment of all operating expenses and capital expenditures related to the Assets and attributable to Seller’s ownership and operation of the Assets prior to the Effective Time, (b) all income Taxes of Seller or any of its Affiliates, predecessors or current or former members or other owners, (c) severance, ad valorem and similar Taxes measured by the value of the Assets or measured by the production of Hydrocarbons, or Taxes for which Purchaser could be held liable under a successor liability or similar theory, applicable to the period prior to the Effective Time, (d) third-party claims with respect to payments of lease royalties in respect of the Leases, except as related to amounts held in suspense as of the Closing Date and credited towards the Deferred Purchaser Price, applicable to the period prior to the Closing Date and (e) all Taxes or other liabilities attributable to or arising from holding an interest in those entities set forth on Schedule 3.21 (the “Retained Obligations”).
Seller’s Obligations after Closing. 22 9.1 Seller's Indemnity........................................... 22 9.2
Seller’s Obligations after Closing. 9.1 Seller's Indemnity. Seller shall indemnify, defend, and hold harmless ------------------ Buyer against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys' fees, (collectively referred to herein as "Losses") that Buyer shall incur or suffer, that arise, result from, or relate to: (i) any breach of, or failure by Seller to perform, any of its representations, warranties, covenants, or agreements whether contained in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Seller; or (ii) operations, activities or other conduct of Seller prior to the Closing Date.
Seller’s Obligations after Closing. 9.1. Seller will indemnify, defend, and hold harmless Buyer against and in respect of claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees, that Buyer may incur or suffer (i) that arise from any breach of, or failure by Seller or Parent to perform any of their respective representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Seller under this Agreement, (ii) by reason of any person(s) attempting to collect or collecting from Buyer any obligations, other than the Assumed Liabilities, owed by or alleged to be owed by Seller to such person(s), including, without limitation, any warranty claims to be paid by Seller in accordance with Section 9.3.1, (iii) by reason of any acts or omissions of Seller, its shareholders, officers, employees, agents, or contractors related to the ownership or operation of the Business occurring prior to the Closing Date, or (iv) by reason of any claim resulting from or relating to the employment relationship between Seller and any of its present or former employees or the termination of any such employment relationship, including, without limitation, severance pay and other similar benefits, if any, and any claim filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any employee or former employee of Seller relating to the employment or termination of employment of any such employee by Seller, including, but not limited to, any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation or workers' compensation. Buyer will promptly notify Seller of the existence of any claim, demand, or other matter to which Seller's indemnification obligations would apply, and will give it a reasonable opportunity to defend the same at Seller's own expense and with counsel of its own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If, within 30 days after receipt by Seller of this notice, Seller fails to assume the defense of the matter, Buyer will have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf and at the risk of Seller. If ...
Seller’s Obligations after Closing. (a) After Closing, Seller will retain responsibility for (a) the payment of all operating expenses and capital expenditures related to the Assets and attributable to Seller’s ownership and operation of the Assets prior to the Effective Time, (b) severance, ad valorem and similar taxes measured by the value of the Assets or measured by the production of Hydrocarbons applicable to the period from the effective date of Seller’s ownership of the Assets and prior to the Effective Time, and (c) third party claims with respect to payments of lease royalties in respect of the Leases during Seller’s period of ownership of such Leases (the “Retained Obligations”).
