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”):
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”):
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. Provided that the Closing occurs, Seller shall retain the following: (a) all Claims and Liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments by Seller under the Leases relating to the Subject Interests accruing during the period prior to the Effective Time (to the extent Buyer has provided Seller with written notice claiming indemnification therefor within one (1) year of the Closing pursuant to Section 17.07, and not thereafter); (b) all Liability of Seller to third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets by Seller or its affiliates; (c) ad valorem, property, severance and similar taxes attributable to the period of time prior to the Effective Time retained by Seller under Section 10.06; and (d) Liability for any contamination or condition that is the result of any off-site disposal 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 prior to the Effective Time, for which, and to the extent, that remediation of such contamination or condition is required by any Environmental Law (collectively, the “Retained Obligations”).
Seller’s Retained Obligations. 10 1.55 Sellers' Surviving Representations and Warranties.............................................. 10 1.56
Seller’s Retained Obligations. 28 Stock Tank Oil............................................................
Seller’s Retained Obligations. Provided that the Closing occurs, Seller shall retain the following (to the extent Buyer has provided Seller with written notice claiming indemnification therefor within one (1) year of the Closing pursuant to Section 17.07 and/or Seller had actual notice thereof during such period, and not thereafter): (a) all Claims and Liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments by Seller under the Leases relating to the Subject Interests accruing during the period prior to the Effective Time; (b) all Liability of Seller to third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets by Seller or its affiliates; (c) all Liability of Seller for ad valorem, property, severance and similar taxes attributable to the period of time prior to the Effective Time under Section 10.06; and (d) all Liability for any contamination or condition that is the result of any off-site disposal by Seller or its affiliates of any wastes, pollutants, contaminants, hazardous material or other material or substances on, in or below any properties included in the Assets prior to the Effective Time, for which, and to the extent, that remediation of such contamination or condition is required by any Environmental Law (collectively, the “Retained Obligations”).
Seller’s Retained Obligations including the exclusions from the Plugging and Abandonment Obligations, and the exclusions from the Environmental Obligations;
