Common use of Seller’s Retained Liabilities Clause in Contracts

Seller’s Retained Liabilities. Without limiting the indemnity provisions set forth in Section 14.3, Seller shall retain and shall pay, perform, fulfill, and discharge all Losses relating to any of the following (collectively, the “Retained Liabilities”): (a) any personal injury or death occurring on or attributable to the ownership, use, or operation of the Assets prior to the Closing Date (except for any personal injury or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(a), all of which are assumed by Buyer at Closing); (b) any Seller Taxes; (c) any intercompany Losses or liabilities between Seller and any of its Affiliates or between Seller or its Affiliates and Sequel; (d) Seller’s or its Affiliates’ responsibilities or liabilities under ERISA or the Code applicable to their respective employees, and any obligations or liabilities owed to, or arising out of any of Seller’s employment or service provider relationships with any of their employees or service providers or out of or with respect to any Benefit Plan or under any applicable Law with respect thereto, to the extent attributable to events that occurred prior to the Closing Date; (e) all liabilities and obligations arising from the litigation identified on Schedule 6.7; (f) until the date that is one year after the Closing Date: (1) Seller’s gross negligence or willful misconduct in connection with any Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to Closing; (2) the disposal or transportation by Seller from any Seller-Operated Property to any location that is not a Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to the Effective Time of any Hazardous Substances generated or used by Seller in connection with Seller’s ownership of the Seller-Operated Properties; (3) penalties or fines imposed by any Governmental Authority and related to Seller’s ownership of the Assets to the extent relating to any pre-Closing violation of Law by Seller or any of its Affiliates in connection with the Assets; and (g) any Excluded Assets. By retaining any liabilities or obligations in this Section 14.2, Seller and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any third Person.

Seller’s Retained Liabilities. Without limiting the indemnity provisions set forth in Section 14.3From and after Closing, Seller shall retain release the Buyer Group from and shall payprotect, performdefend and indemnify and hold such Buyer Group harmless from and against any and all Claims relating to, fulfillarising out of, or connected with, directly or indirectly (and discharge all Losses relating to any of the following (collectively, the “Retained Liabilities”no matter when asserted): (a) any personal the ownership or operation of its Excluded Properties, including (A) Claims relating to: (i) injury or death occurring on of any person whomsoever, (ii) damages to or attributable to the ownershiploss of any property or resources, use(iii) breach of contract, (iv) causes of action such as negligence, strict liability, nuisance or trespass, or operation (v) fault imposed by Law or otherwise, regardless of the Assets prior to the Closing Date cause or of any negligent acts or omissions (except for any personal injury including sole negligence, concurrent negligence or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(astrict liability), all breach of which are assumed by Buyer at Closingduty (statutory or otherwise), violation of law, or other fault of Seller Group, or any pre-existing defect and (B) tax Claims or disputes; (b) any all taxes for which Seller Taxeshas agreed to be responsible under the express terms of this Agreement; (ci) all Claims for severance taxes or fees owed or payable to any intercompany Losses Governmental Authority or liabilities between Seller Person (including Claims alleging undervaluation or underpayment thereof or wrongdoing, fault or strict liability relating thereto) relating to the Properties, but only to the extent attributable to the period prior to the Closing, and any of its Affiliates (ii) all Claims for royalties and fees relating thereto (including Claims alleging undervaluation or between Seller underpayment thereof or its Affiliates and Sequelwrongdoing, fault or strict liability relating thereto) relating to the Properties (to the extent such royalties were payable by Seller), but only to the extent attributable to the period prior to the Closing; (d) Seller’s any Claims set forth in Exhibit “C” relating to the Properties for which Seller has not indemnified Buyer pursuant to Article 8.6(c) above, but only to the extent attributable to the period prior to the Closing; (e) with regard to Properties operated by Seller or its Affiliates’ responsibilities or liabilities under ERISA or the Code applicable Affiliate, any Claims relating to their respective employees, and any obligations or liabilities owed to, or arising out of any of Seller’s employment joint audit under any applicable operating agreement or service provider relationships with any of their employees production sharing or service providers or out of or similar audit with respect to any Benefit Plan or under any applicable Law with respect theretothe operation of the Properties, to the extent attributable to events that occurred the period prior to the Closing Date; (e) all liabilities and obligations arising from the litigation identified on Schedule 6.7Closing; (f) until any Claims relating to the date that is one year after Properties operated by Seller or its Affiliates and arising out of the Closing Date: (1) Seller’s gross negligence or willful misconduct in connection with any Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to Closing; (2) the disposal or transportation by Seller from any Seller-Operated Property to any location that is not a Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to the Effective Time of any Hazardous Substances generated or used by Seller in connection with Seller’s ownership of the Seller-Operated Properties; (3) penalties or fines imposed by any Governmental Authority and related to Seller’s ownership of the Assets to the extent relating to any pre-Closing violation of Law by Seller or any of its Affiliates in connection with the AssetsAffiliates; and (g) any Excluded Assets. By retaining any liabilities Claims or obligations relating to Seller’s employees for which Seller has agreed to be responsible pursuant to the provisions of the Transition Agreement. Claims under this Article 8.6 may be made whether or not a Claim also could be asserted under Articles 8.2 or 8.3, and Claims under this Article 8.6 are not subject to any of the limitations set forth in Article 8.7 or elsewhere in this Section 14.2, Seller Agreement and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any third Personsurvive indefinitely.

Seller’s Retained Liabilities. Without limiting the indemnity provisions set forth in Section 14.3, Seller shall retain and shall pay, perform, fulfill, and discharge all Losses relating to any of the following (collectively, the “Retained Liabilities”): (a) any personal injury or death occurring on or attributable to the ownership, use, or operation ownership of the Assets prior to the Closing Date (except for any personal injury or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(a)Liability, all of which are assumed by Buyer at Closing); (b) any Seller Taxes; (c) any intercompany Losses or liabilities between Seller and any of its Affiliates or between Seller or its Affiliates and SequelTracker; (d) Seller’s or its Affiliates’ responsibilities or liabilities under ERISA or the Code applicable to their respective employees, and any obligations or liabilities owed to, or arising out of any of Seller’s employment or service provider relationships with any of their employees or service providers or out of or with respect to any Benefit Plan or under any applicable Law with respect thereto, to the extent attributable to events that occurred prior to the Closing Date; (e) all liabilities and obligations arising from the litigation identified on Schedule 6.7; (f) until the date that is one year after the Closing Date: (1) Seller’s gross negligence or willful misconduct in connection with any Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to Closing; (2) the disposal or transportation by Seller from any Seller-Operated Property to any location that is not a Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to the Effective Time of any Hazardous Substances generated or used by Seller in connection with Seller’s ownership of the Seller-Operated Properties; (3) penalties or fines imposed by any Governmental Authority and related to Seller’s ownership of the Assets to the extent relating to any pre-Closing violation of Law by Seller or any of its Affiliates in connection with the Assets; and (g) any Excluded Assets. By retaining any liabilities or obligations in this Section 14.2, Seller and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any third Person.

Seller’s Retained Liabilities. Without limiting the indemnity provisions set forth in Section 14.315.3 or Buyer’s and Seller’s rights and obligations under Section 5.1(b) or Section 5.1(c), Seller shall retain and shall pay, perform, fulfill, and discharge all Losses relating of any kind whatsoever to any the extent they are attributable to, arise out of or in connection with (all of the following (are, collectively, the “Retained Liabilities”): (a) any personal injury or death occurring on or attributable to the ownership, use, or operation of the Assets prior to the Closing Date (except for any personal injury or death attributable to or resulting from an Assumed Environmental Liability Liabilities or Buyer’s access pursuant to under Section 3.2(a)3.1, all of which are assumed by Buyer at Closing); (b) all Losses for violations of Law (other than Environmental Law) arising or occurring before the Closing Date and related to the operation of the Non-Buyer-Operated Assets or the ownership of the Assets; (c) any Seller Taxes; (cd) the items set forth on Section 6.7 of the Disclosure Schedule; (e) all obligations and liabilities of any kind whatsoever arising from, relating, or incidental to (i) any intercompany Losses or liabilities between Seller and any employees of its Affiliates or between Seller or its Affiliates and Sequel; (d) Seller’s or its Affiliates’ responsibilities employment or liabilities under ERISA termination thereof (including express or the Code applicable to their respective employeesimplied contracts, wages, bonuses, commissions, and severance benefits) or (ii) any obligations or liabilities owed to, or arising out of any benefit plans of Seller’s employment (f) all obligations to pay royalties or service provider relationships with any of their employees or service providers or out of or with respect to any Benefit Plan or under any applicable Law with respect thereto, similar payments attributable to the extent attributable to events that occurred Assets prior to the Closing Date; (e) all liabilities and obligations arising from the litigation identified on Schedule 6.7; (f) until the date that is one year after the Closing Date: (1) Seller’s gross negligence or willful misconduct in connection with any Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to Closing; (2) the disposal or transportation by Seller from any Seller-Operated Property to any location that is not a Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to the Effective Time of any Hazardous Substances generated or used by Seller in connection with Seller’s ownership of the Seller-Operated Properties; (3) penalties or fines imposed by any Governmental Authority and related to Seller’s ownership of the Assets to the extent relating to any pre-Closing violation of Law by Seller or any of its Affiliates in connection with the Assets; and (g) any Excluded Assets. By retaining any liabilities or obligations in this Section 14.215.2, Seller and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any third Person.

Seller’s Retained Liabilities. Without limiting the indemnity provisions set forth in Section 14.3, Seller shall retain and shall pay, perform, fulfill, pay and discharge all Losses relating to any of when due only the following Liabilities (collectively, the “Retained Liabilities”"RETAINED LIABILITIES"): 3.1.1. any Liability for: (ai) salary, wages and benefits for any current or former employees of Seller pertaining to their employment by Seller at the Facility prior to the Closing Date, including any accrued and unused vacation entitlement for the Employee, or (ii) any personal injury or death occurring on or attributable violations of law by Seller relating to the ownershiphiring, use, employment or operation termination of employment of any current or former employees of Seller pertaining to their employment by Seller at the Facility prior to the Closing Date; 3.1.2. all costs for property furnished or services rendered to or for the benefit of the Assets prior to the Closing Date Date; 3.1.3. any (except 1) Liability of Seller and its Affiliates for Income Taxes and (2) Liability of Seller for Taxes arising during, or relating to, any personal injury period (or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(aportion thereof), all through and including the Closing Date and which result from Seller's operation of which are assumed by Buyer at Closing)the Facility or ownership of the Assets prior to the Closing Date; provided, however, that Purchaser shall assume responsibility for payment of those Taxes set forth in Section 4.4.2; (b) 3.1.4. any Seller Taxes; (c) any intercompany Losses or liabilities between Seller and any of its Affiliates or between Seller or its Affiliates and Sequel; (d) Seller’s or its Affiliates’ responsibilities or liabilities under ERISA or the Code applicable to their respective employees, and any obligations or liabilities owed to, or Liability arising out of or related to the Excluded Property; 3.1.5. any of Seller’s employment or service provider relationships with any of their employees or service providers or Liability arising out of or with respect related to Pre-Closing Offsite Disposal; 3.1.6. any Liability, other than Liability described in Section 3.1.5 above, arising out of or related to any Benefit Plan enforcement action brought by a Governmental Authority that shall have commenced on or under any applicable Law with respect thereto, before the two (2) year anniversary of the Closing Date to the extent attributable to events that occurred the same relate to, result from or arise out of the Facility's non-compliance with Environmental Laws prior to the Closing Date; (e) all liabilities and obligations 3.1.7. any Liability arising out of or related to the exposure of any Employee at any time to any Hazardous Materials to the extent existing at or released from the litigation identified on Schedule 6.7; (f) until the date that is one year after Facility prior to the Closing Date: (1) Seller’s gross negligence or willful misconduct in connection with any Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to Closing; (2) 3.1.8. any Liability arising under any of the disposal Contracts or transportation by Seller from any Seller-Operated Property Permits to any location that is not a Seller-Operated Property during Seller’s ownership of the extent such Seller-Operated Property Liability has accrued prior to the Effective Time of Closing Date; 3.1.9. any Hazardous Substances generated Liability sounding in tort or used any statutory Liability, other than Liability described in Section 3.1.5, Section 3.1.6 or Section 3.1.7 above, pursuant to a Proceeding brought by Seller in connection with Seller’s ownership a Third Party that shall have commenced on or before the five (5) year anniversary of the Seller-Operated Properties; (3) penalties or fines imposed by any Governmental Authority and related to Seller’s ownership of the Assets Closing Date to the extent relating arising out of or related to any pre-occurrence or event happening prior to the Closing violation Date; 3.1.10. any Liability, other than Liability described in Section 3.1.5, Section 3.1.6 or Section 3.1.7 above, with respect to litigation pending against Seller as of Law by Seller the Closing Date related in any manner to the Facility or any of its Affiliates in connection with the Assets; and (g) any Excluded Assets. By retaining any liabilities Assets or obligations in this Section 14.2, Seller and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any third Persondefending or prosecuting the same.

Seller’s Retained Liabilities. Without limiting During the indemnity provisions set forth in Section 14.3Repurchase Term, Seller shall retain all liability and shall pay, perform, fulfill, and discharge all Losses obligations relating to the water monitoring xxxxx and the stored Bear Lodge excavated materials located on the Property (“Seller Personal Property”), including any obligations or liability relating to the contamination, remediation or rehabilitation of the following Seller Personal Property, or the Property as the result of the presence of the Seller Personal Property thereon, whether such liabilities or obligations arise under statute, contract or otherwise (collectively, the “Retained Liabilities”): ). During the Repurchase Term, Seller shall have the right to access the Seller's Personal Property (a) any personal injury or death occurring on or attributable to the ownershipas defined above). Seller shall defend, useindemnify and hold Buyer, or operation of the Assets prior to the Closing Date (except for any personal injury or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(a), all of which are assumed by Buyer at Closing); (b) any Seller Taxes; (c) any intercompany Losses or liabilities between Seller and any of its Affiliates or between Seller or its Affiliates and Sequel; (d) its and their directors, officers, employees, agents, successors and assigns harmless from any and all Losses arising from Seller’s exercise of its right of access to the Seller Personal Property. The Seller's Personal Property may remain on the Property rent free throughout the Repurchase Term. Upon expiration or termination of the Repurchase Term, Seller shall at its Affiliates’ responsibilities sole option either (i) reclaim the monitoring xxxxx located on the Property in compliance with applicable law or liabilities (ii) assign to Buyer any bonds held with the State of Wyoming relating to the reclamation of such monitoring xxxxx; provided, however, that Buyer may elect at any time during the Repurchase Term to maintain the xxxxx and assume all liability relating to the reclamation thereof, in which case Seller shall have no such obligation. If Buyer does not timely make such an election, Seller may, after the Repurchase Term, in its sole discretion either remove any stored Bear Lodge excavated material remaining on the Property or bury such material if allowed under ERISA applicable federal, state and local laws and regulations. Upon expiration or termination of the Code applicable to their respective employees, Repurchase Term and any obligations or liabilities owed to, or arising out of any following the satisfaction of Seller’s employment or service provider relationships with any of their employees or service providers or out of or with respect to any Benefit Plan or under any applicable Law with respect theretoobligations set forth in the foregoing sentence, to the extent attributable to events that occurred prior to the Closing Date; (e) Buyer shall assume all liabilities and obligations arising from the litigation identified on Schedule 6.7; (f) until the date that is one year after the Closing Date: (1) Seller’s gross negligence or willful misconduct in connection with any Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to Closing; (2) the disposal or transportation by Seller from any Seller-Operated Property to any location that is not a Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior respect to the Effective Time Seller Personal Property, which shall become Assumed Liabilities for purposes of any Hazardous Substances generated or used by Seller in connection with Seller’s ownership of the Seller-Operated Properties; (3) penalties or fines imposed by any Governmental Authority and related to Seller’s ownership of the Assets to the extent relating to any pre-Closing violation of Law by Seller or any of its Affiliates in connection with the Assets; and (g) any Excluded Assets. By retaining any liabilities or obligations in this Section 14.2, Seller and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any third PersonAgreement.

Seller’s Retained Liabilities. Without limiting the indemnity provisions set forth in Section 14.3From and after Closing, Seller shall retain release the Buyer Group from and shall payprotect, performdefend and indemnify and hold such Buyer Group harmless from and against any and all Claims relating to, fulfillarising out of, or connected with, directly or indirectly (and discharge all Losses relating to any of the following (collectively, the “Retained Liabilities”no matter when asserted): (a) any personal the ownership or operation of its Excluded Properties, including (A) Claims relating to: (i) injury or death occurring on of any person whomsoever, (ii) damages to or attributable to the ownershiploss of any property or resources, use(iii) breach of contract, (iv) common law causes of action such as negligence, strict liability, nuisance or trespass, or operation (v) fault imposed by Law or otherwise, regardless of the Assets prior to the Closing Date cause or of any negligent acts or omissions (except for any personal injury including sole negligence, concurrent negligence or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(astrict liability), all breach of which are assumed by Buyer at Closingduty (statutory or otherwise), violation of law, or other fault of Seller Group, or any pre-existing defect and (B) tax Claims or disputes; (b) any all taxes for which Seller Taxeshas agreed to be responsible under this agreement; (c) (i) all Claims pursuant to the False Claims Act or similar state Laws relating to the Properties, but only to the extent attributable to periods of time prior to the Closing, (ii) all Claims for severance taxes or fees owed or payable to any intercompany Losses Governmental Authority or liabilities between Seller Person (including Claims alleging undervaluation or underpayment thereof or wrongdoing, fault or strict liability relating thereto) relating to the Properties, but only to the extent attributable to the period prior to the Closing, and any of its Affiliates (iii) all Claims for royalties and fees relating thereto (including Claims alleging undervaluation or between Seller underpayment thereof or its Affiliates and Sequelwrongdoing, fault or strict liability relating thereto) relating to the Properties, but only to the extent attributable to the period prior to the Closing; (d) any Claims set forth in Exhibit “C” relating to the Properties for which Seller has not indemnified Buyer pursuant to Article 8.6(c) above, but only to the extent attributable to the period prior to the Closing; (e) with regard to Properties operated by Seller’s or its Affiliates’ responsibilities or liabilities under ERISA or the Code applicable , any Claims relating to their respective employees, and any obligations or liabilities owed to, or arising out of any of Seller’s employment or service provider relationships with joint audit under any of their employees or service providers or out of or applicable operating agreement with respect to any Benefit Plan or under any applicable Law with respect theretothe operation of the Properties, to the extent attributable to events that occurred the period prior to the Closing Date; (e) all liabilities and obligations arising from the litigation identified on Schedule 6.7Closing; (f) until any Claims relating to the date that is one year after Properties operated by Seller and arising out of the Closing Date: (1) Seller’s gross negligence or willful misconduct in connection with any Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to Closing; (2) the disposal or transportation by Seller from any Seller-Operated Property to any location that is not a Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to the Effective Time of any Hazardous Substances generated or used by Seller in connection with Seller’s ownership of the Seller-Operated Properties; (3) penalties or fines imposed by any Governmental Authority and related to Seller’s ownership of the Assets to the extent relating to any pre-Closing violation of Law by Seller or any of its Affiliates in connection with the AssetsAffiliates; and (g) any Excluded Assets. By retaining any liabilities Claims or obligations relating to Seller’s employees for which Seller has agreed to be responsible pursuant to the provisions of the Transition Agreement. Claims under this Article 8.6 may be made whether or not a Claim also could be asserted under Articles 8.2 or 8.3, and Claims under this Article 8.6 are not subject to any of the limitations set forth in Article 8.7 or elsewhere in this Section 14.2, Seller Agreement and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any third Personsurvive indefinitely.

Seller’s Retained Liabilities. Without limiting From and after the indemnity provisions set forth in Section 14.3Advance Closing Date, Seller shall retain release the Buyer Group from and shall payshall: (i) be liable to; and (ii) protect, performdefend and indemnify and hold such Buyer Group harmless from and against any and all Claims relating to, fulfillarising out of, or connected with, directly or indirectly (and discharge all Losses relating to any of the following (collectively, the “Retained Liabilities”no matter when asserted): (a) any personal the ownership or operation of its Excluded Properties, including (A) Claims relating to: (i) injury or death occurring on of any person whomsoever, (ii) damages to or attributable to the ownershiploss of any property or resources, use(iii) breach of contract, (iv) common law causes of action such as negligence, strict liability, nuisance or trespass, or operation (v) fault imposed by Law or otherwise, regardless of the Assets prior to the Closing Date cause or of any negligent acts or omissions (except for any personal injury including sole negligence, concurrent negligence or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(astrict liability), all breach of which are assumed by Buyer at Closingduty (statutory or otherwise), violation of law, or other fault of Seller Group, or any pre-existing defect and (B) tax Claims or disputes; (b) any all Taxes for which Seller Taxeshas agreed to be responsible under this Agreement; (ci) all Claims pursuant to any intercompany Losses “whistleblower” or liabilities between Seller similar Laws relating to the Properties, but only to the extent attributable to periods of time prior to the Exchange Closing, (ii) all Claims for severance taxes or fees owed or payable to any Governmental Authority or Person (including Claims alleging undervaluation or underpayment thereof or wrongdoing, fault or strict liability relating thereto) relating to the Properties, but only to the extent attributable to the period prior to the Exchange Closing, and any of its Affiliates (iii) all Claims for royalties and fees relating thereto (including Claims alleging undervaluation or between Seller underpayment thereof or its Affiliates and Sequelwrongdoing, fault or strict liability relating thereto) relating to the Properties, but only to the extent attributable to the period prior to the Exchange Closing Date; (d) any Claims set forth or that should have been set forth in Exhibit “C” relating to the Properties for which Seller has not indemnified Buyer pursuant to Article 8.6(c) above, but only to the extent such matters related to the period prior to the Exchange Closing Time; (e) with regard to Properties operated by Seller or any Affiliate of Seller’s or its Affiliates’ responsibilities or liabilities under ERISA or the Code applicable , any Claims relating to their respective employees, and any obligations or liabilities owed to, or arising out of any of Seller’s employment or service provider relationships with joint audit under any of their employees or service providers or out of or applicable operating agreement with respect to any Benefit Plan or under any applicable Law with respect theretothe operation of the Properties, to the extent attributable to events that occurred the period prior to the Closing Date; (e) all liabilities and obligations arising from date Buyer acquires title to the litigation identified on Schedule 6.7Target Interests; (f) until any Claims relating to the date that is one year after Properties operated by Seller or any Affiliate of Seller and arising out of the Closing Date: (1) Seller’s gross negligence or willful misconduct in connection with any Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to Closing; (2) the disposal or transportation by Seller from any Seller-Operated Property to any location that is not a Seller-Operated Property during Seller’s ownership of such Seller-Operated Property prior to the Effective Time of any Hazardous Substances generated or used by Seller in connection with Seller’s ownership of the Seller-Operated Properties; (3) penalties or fines imposed by any Governmental Authority and related to Seller’s ownership of the Assets to the extent relating to any pre-Closing violation of Law by Seller or any of its Affiliates in connection with the AssetsAffiliates; and (g) any Excluded Assets. By retaining any liabilities Claims or obligations relating to Seller’s employees for which Seller has agreed to be responsible pursuant to the provisions of Article 14 and the Transition Agreement. Claims under this Article 8.6 may be made whether or not a Claim also could be asserted under Articles 8.2 or 8.3, and Claims under this Article 8.6 are not subject to any of the limitations set forth in Article 8.7 or elsewhere in this Section 14.2, Seller Agreement and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any third Personsurvive indefinitely.