Common use of Seller’s Obligations after Closing Clause in Contracts

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 Upon and after Closing, Seller will retain responsibility for the following (the “Retained Obligations”): (a) responsibility for 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 period 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 responsibility for payment of all broker’s and finder’s fees in connection with the transactions contemplated by this Agreementroyalties, (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 minimum royalties, overriding royalties, production payments, net profit paymentsprofits obligations, rentals and shut-in payments to which the Assets are subject that are attributable to periods before the Effective Time; (c) responsibility for proper accounting for and disbursement of production proceeds from the Assets attributable to periods before the Effective Time; (d) responsibility for all liabilities not related to any Asset and all liabilities attributable to any Excluded Assets; (e) responsibility for (i) any Claims by employees of any of the Target Entities prior to the Closing that relate to or arise out of their employment with any Target Entity, (ii) any Claim brought by any Governmental Authority against a Target Entity for employment-related matters (including, but not limited to, worker’s compensation matters or matters related to unemployment taxes), and (iii) any Claim related to any service relationship of the Target Entities prior to the Closing with any independent contractors; (f) responsibility for the obligations respecting any Benefit Plan sponsored, maintained, contributed or participated in by any of the Target Entities prior to or as of the Closing Date (it being acknowledged that there shall be no Purchase Price Adjustments for any amounts payable for severance or with respect to any Benefit Plan); (g) responsibility for the payment of any liabilities associated with any debt facility to which the Assets were subject prior to the Closing or any guaranty which any of the Target Entities were subject to prior to Closing and which were entered into in connection with any debt facility; (h) responsibility for the suits and Claims set forth on Schedule 13.02(h) attached hereto and made a part hereof, together with all Claims arising in connection therewith (the “Retained Litigation”); (i) responsibility with respect to costs and liabilities in connection with the any Futures/Swaps to which Seller or any of the Target Entities are or were a party at or prior to the Closing; (j) responsibility with respect to any representation or warranty issued by any Target Entity in connection with the exercise by a third party of any preferential purchase right arising as a result of the transactions contemplated hereby or any other payments required obligation of any Target Entity in connection with preferential purchase rights arising as a result of the transactions contemplated hereby; (k) responsibility for the all Taxes incurred for which the Target Entities, Seller and Seller Affiliates are liable that are attributable to periods (or portions thereof) ending before the Effective Time, including any franchise tax, which shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such tax is measured, regardless of whether the right to do business for another taxable period is obtained by the Leases or payment of such franchise tax; (l) responsibility for the Contracts abandonment/site clearance obligations set forth on Schedule 13.02(l); (m) responsibility with respect to any liabilities of Xxxxxx Offshore to the FCC in connection with the transfer of any FCC license from X.X. Xxxxx Corporation to Xxxxxx Offshore to the extent liabilities result from the failure of X.X. Xxxxx Corporation and Xxxxxx Offshore to obtain prior FCC approval for such transfer; and (n) responsibility for any liabilities resulting from the MMS audit referenced on Schedule 6.01(r), but only to the extent that accrued during Seller’s period of ownership of the Leases and Contracts such liabilities relate to periods prior to the Effective Time (collectively, the “Retained Obligations”)Time.

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 of Seller in connection with the transactions contemplated by this Agreement, (d) the obligations, liabilities, and duties of Seller that are owed to any third party relating to or with respect to its the ownership and/or operation of the Assets that are attributable to Seller’s period of ownership of the Assets periods prior to the Effective Time other than the Plugging and Abandonment Obligations and the Environmental ObligationsObligations and also excluding any matter that would otherwise constitute a Title Defect or Environmental Defect that has been resolved by and between the Parties in accordance with the terms of this Agreement or deemed waived by the terms hereof, (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 TimeClosing Date, (fbut excluding any liability for property damage resulting from an event that otherwise constitutes an Environmental Claim as defined in Section 12.04(g) any breach of the representations set forth in ARTICLE 5 of this Agreementor a Plugging and Abandonment Obligation, and (gf) Seller’s proportionate share of any third party Claims with respect to the payment payments 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 lease royalties in respect of the Leases and Contracts that are attributable to periods prior to the Effective Time (collectively, 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 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, conservation, 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 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 Time; and (h) the litigation described on Schedule 5.06, Part A (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 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 any 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, Closing; (f) any breach of the representations set forth in ARTICLE 5 of this Agreement, and (g) Seller’s proportionate share of any third 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 (or the suspension thereof) that accrued during Seller’s period of ownership of the Leases and Contracts prior to the Effective Time Time; and (g) all obligations, liabilities, and duties of Seller relating to or with respect to the Excluded Assets (collectively, the “Retained Obligations”).