Seller’s Retained Obligations. Provided that the Closing occurs, Seller hereby retains all costs, expenses, liabilities and obligations of Seller related, applicable or attributable to (a) personal injury, property damage or death claims related to the Assets which arise from circumstances occurring prior to the Closing Date; (b) the incorrect payment or nonpayment of royalties, rentals, shut-in payments, revenues and other payments out of production attributable to the Assets prior to the Closing Date, together with related fines, penalties and interest including, without limitation, all fines, penalties and interest with respect to the Suspense Accounts for all periods prior to the Closing Date; (c) the incorrect payment or nonpayment of ad valorem, property, severance, production, franchise and similar taxes attributable to the Assets prior to the Effective Time, together with related fines, penalties and interest; (d) Property Costs attributable to the Assets for periods of time prior to the Effective Time; (e) any offsite disposal prior to the Closing Date by Seller or its affiliates of any wastes, pollutants, contaminants, hazardous material or other material or substances on, in or below any properties not included in the Assets; (f) any suit, action, proceeding, lawsuit or other litigation pending against Seller relating to the Assets as of the Closing Date; (g) any disputes relating to the proper billing or payment of joint interest billing accounts related to the ownership or operation of the Assets prior to the Closing Date; (h) ownership, operation or use of the Excluded Assets; (i) any and all obligations and liabilities, or alleged or threatened obligations and liabilities for environmental claims (including claims arising from the presence of naturally occurring radioactive material (NORM), asbestos, other hazardous substances and/or environmental contaminants), environmental law violations, losses, damages, costs, expenses, diminution in value, suits, causes of action or any kind or character, with respect to the Assets in existence on the Closing Date or arising from events occurring prior to the Closing Date (“Pre-Effective Time Environmental Matters”) and (j) any gross negligence or willful misconduct of Seller or its affiliates to the extent related to the ownership or operation of the Assets and arising from events occurring prior to the Closing Date (collectively, the “Retained Obligations”).
Seller’s Retained Obligations. Purchaser’s Assumed Obligations do not include the following (collectively, the “Retained Obligations”):
(a) any criminal fines or criminal penalties that may be levied against any of the Sellers or Affiliates of any of the Sellers by any court or regulatory authority for any violation of any laws, rules or regulations in connection with the ownership or operation of the Oil & Gas Interests prior to the Closing Date;
(b) transportation and disposal offsite from the Oil & Gas Interests of any hazardous substances, wastes or NORM generated by or used in connection with the ownership or operation of the Oil & Gas Interests prior to the Effective Time;
(c) Claims for personal injury or death arising directly or indirectly from or incident to the use, occupation, ownership, operation or maintenance of the Oil & Gas Interests, or the condition thereof, to the extent that such Claims arise from any of the Sellers’ ownership or operation of the Oil & Gas Interests prior to the Effective Time;
(d) payment of all royalties, rentals, shut-in payments and all other burdens, charges or encumbrances to which the Oil & Gas Interests are subject due and owing prior to the Effective Time; and
(e) properly accounting for and disbursing production proceeds from the Oil & Gas Interests for the period prior to the Effective Time, unless such production proceeds were actually received by the Purchaser after Closing and not remitted to a Seller pursuant to Section 6.5.
Seller’s Retained Obligations. Provided that the Closing occurs, Seller hereby retains all costs, expenses, liabilities and obligations of any kind or character related, applicable or attributable to (a) the ownership or operation of the Leases, insofar as they cover depths from the surface to the base of the Austin Chalk Formation, whether attributable to periods before, on or after the Effective Time; (b) the ownership or operation of the Assets for all periods of time prior to the Effective Time; and (c) the ownership or operation of Seller’s retained 15% interest in the Leases, insofar as they cover depths below the base of the Austin Chalk Formation, whether attributable to periods before, on or after the Effective Time (collectively, the “Retained Obligations”).
Seller’s Retained Obligations. Provided that the Closing occurs, Sellers hereby retain all costs, expenses, liabilities and obligations of any kind or character related, applicable or attributable to (a) the ownership or operation of the Assets for all periods of time prior to the Effective Time; and (b) the ownership or operation the Retained Interest for all periods of time prior to, on or after the Effective Time (the “Retained Obligations”).
Seller’s Retained Obligations. 10 1.55 Sellers' Surviving Representations and Warranties.............................................. 10 1.56
Seller’s Retained Obligations. Seller remains responsible to fulfill, perform, pay and discharge all obligations and liabilities to the extent arising from, attributable to or otherwise related to any of the following (the “Retained Obligations”):
(a) The Excluded Assets, regardless of whether such obligations or liabilities arose prior to, on or after the Effective Time;
(b) The ownership of the Purchased Assets with respect to periods prior the Effective Time.
Seller’s Retained Obligations. Notwithstanding Section 10.1, 10.2 or 10.3, Purchaser shall not assume or be responsible for, and the Assumed Obligations shall not include, and, subject to the provisions specifically set forth in the Schedules, Seller shall remain liable for, any liabilities or obligations related to the following (“Retained Obligations”):
(a) in the case of SWEPI as Seller, SWEPI’s interest in the suits and proceedings listed on Schedule A-6.1(g);
(b) in the case of ULTRA Seller as Seller, the suits and proceedings listed, and to the extent set forth, on Schedule B-6.1(g);
(c) any liability for which and to the extent, but only to the extent, that Seller is obligated to provide an indemnity under Section 11.1(b);
(d) in the case of ULTRA Seller as Seller, those matters listed on Exhibit B-10.1.1;
(e) the responsibility for any and all claims for personal injury or death arising directly or indirectly from or incident to the use, occupation, ownership, operation or maintenance of any of the Seller’s Assets, or the condition thereof arising from and attributable to the period prior to the Closing;
(f) any Seller Taxes;
(g) those items identified as Retained Liabilities in the agreement regarding employees attached as Exhibit A-7.12 with respect to the SWEPI Assets and Exhibit B-7.12 with respect to the ULTRA Assets;
Seller’s Retained Obligations. 28 Stock Tank Oil............................................................
Seller’s Retained Obligations including the exclusions from the Plugging and Abandonment Obligations, and the exclusions from the Environmental Obligations;
Seller’s Retained Obligations. Seller remains responsible to fulfill, perform, pay and discharge all duties, obligations and liabilities, known or unknown, to the extent arising from, attributable to or otherwise related to any of the following (the “Retained Obligations”):
(a) The Excluded Assets, regardless of whether such obligations or liabilities arose prior to, on or after the Effective Time;
(b) The ownership or operation of the Purchased Assets and Purchased Entities with respect to periods before the Effective Time, except to the extent it is an Assumed Obligation;
(c) The Leases and Contracts with respect to periods prior to the Effective Time, except to the extent it is an Assumed Obligation;
(d) Royalties, overriding royalties and other burdens on production attributable to the sale of Hydrocarbons prior to the Effective Time;
(e) The Pending Litigation;
(f) Plugging and abandonment obligations (and related obligations) of the xxxxx included on Schedule 5.18; and
(g) Debt of the Purchased Entities existing as of the Closing.
