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:
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. Upon and after Closing, Seller will retain responsibility for the following (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. Seller shall indemnify, defend, and hold harmless Buyer against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys fees, that it shall incur or suffer, which arise, result from, or relate to any breach of, or failure by Seller to perform, any of its 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.
Seller’s Obligations after Closing a. Covenant Not to Solicit. Commencing upon the Close and continuing for a period of five (5) years immediately following the Close, Sellers, and each of them, shall not, directly or indirectly, under any circumstances whatsoever, solicit business from or render services to any of the persons, firms, businesses, partnerships, corporations, unincorporated associations, societies, governmental bodies, or other entities that have been solicited or rendered services by Buyer or either Company within the then immediate two (2) year period, nor shall they, or any of them,
Seller’s Obligations after Closing. 22 9.1 Seller's Indemnity........................................... 22 9.2
