Seller’s Retention of Liabilities and Obligations. Upon Closing, Sellers shall, severally and jointly, assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations relating to the ownership or operation of the Assets (including those arising under environmental laws) that are attributable to periods prior to the Effective Time (the “Retained Liabilities”).
Seller’s Retention of Liabilities and Obligations. Upon Closing and subject to Sections 14.3 and 14.5, Seller retains all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets prior to the Effective Time, except for the Assumed Environmental Liabilities, but including without limitation (i) the payment of royalties, overriding royalties and Taxes attributable to the period of time prior to the Effective Time; (ii) the Retained Environmental Liabilities; (iii) any injury, death, casualty, tortious action or inaction occurring on or attributable to the Assets prior to the Closing Date; (iv) employee-related claims of Seller attributable to the period of time prior to the Closing Date; (v) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement subject to the survival of Seller’s representations provided in Section 14.5 below; (vi) the Property Expenses attributable to the period of time prior to the Effective Time; and (vii) any Losses relating to or resulting from the matters listed in Schedule 6.5 to the extent attributable to the period prior to the Closing Date (collectively, the “Retained Liabilities”).
Seller’s Retention of Liabilities and Obligations. Upon Closing and subject to Article 14.3 and Article 14.4, Seller retains, and agrees to pay, perform, fulfill and discharge, without recourse to Buyer: (i) all claims, costs, expenses, liabilities and obligations first accruing prior to the Effective Date or relating to the owning, operating, using, developing, exploring or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets prior to the Effective Date; (ii) any injury, death, casualty, tortious action or inaction occurring on or attributable to the Assets and attributable to the period of time prior to the Closing; (iii) employee-related claims of Seller; (iv) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement; (v) the Property Expenses incurred or attributable to the period of time prior to the Effective Date (or, in the case of capital expenses that constitute Property Expenses, incurred or attributable to the period of time prior to the date of this Agreement, except for capital expenses related to the matters set forth on Schedule 8.1.B); (vi) the Retained Assets, (vii) the obligation to plug, abandon and reclaim Xxxxx for which the requirement to plug, abandon and reclaim first arose prior to the Effective Date, including the share of costs to reclaim the well sites that are allocated to such Xxxxx; and (viii) Seller’s Environmental Liabilities (collectively, the “Retained Liabilities”).
Seller’s Retention of Liabilities and Obligations. Upon Closing Seller retains all claims, costs, expenses, liabilities and obligations accruing or relating to (a) the failure or inability of the Parties to obtain any Additional Required Consent prior to Closing and the implementation of the arrangements in lieu thereof contemplated by Section 5.3 (excluding costs to Buyer allocated to Buyer under this Agreement), (b) any injury or death attributable to or occurring on the Assets prior to the Closing Date; (c) any Tax liability or lien resulting therefrom in connection with the Assets with respect to any period prior to the Closing Date, and (d) any other Losses that arise, accrue in respect of are otherwise attributable to the Assets prior to the Closing Date (collectively, the “Retained Liabilities”). This Section 14.1 is for the sole benefit of Buyer and no other party shall be entitled to rely hereon. Specifically, and without limitation, Seller’s retention of any Retained Liabilities hereunder is not intended to and shall not be deemed to be an admission of liability to any third party by Seller. The provisions of this Section 14.1 are independent of, and are not intended to cover, liability with respect to Hazardous Substances and with respect to or arising under Environmental Laws, which is the subject solely of Section 14.2.
Seller’s Retention of Liabilities and Obligations. Upon Closing, Seller retains all claims, costs, expenses, liabilities and obligations accruing or relating to (a) the failure or inability of the Parties to obtain any Required Consent prior to Closing and the implementation of the arrangements in lieu thereof contemplated by Section 5.2 (excluding costs to Buyer allocated to Buyer under this Agreement), (b) any injury or death attributable to or occurring on the Assets prior to the Closing Date; (c) any Tax liability or Encumbrance resulting therefrom in connection with the Assets with respect to any taxable period ending prior to the Closing Date, (d) all liabilities, including but not limited to decommissioning and plugging and abandonment obligations, associated with the MC 268 “A” Platform, and (e) any other Losses that arise, accrue in respect of or are otherwise attributable to the Assets prior to the Closing Date (collectively, the “Retained Liabilities”). This Section 14.1 is for the sole benefit of Buyer and no other party shall be entitled to rely hereon. Specifically, and without limitation, Seller’s retention of any Retained Liabilities hereunder is not intended to and shall not be deemed to be an admission of liability to any third party by Seller. The provisions of this Section 14.1 are independent of, and are not intended to cover, liability with respect to Hazardous Substances and with respect to or arising under Environmental Laws, which is the subject solely of Section 14.2.
Seller’s Retention of Liabilities and Obligations. Upon Closing, with respect to the Subject Interests, Seller shall retain and pay, perform, fulfill and discharge all Obligations relating to (a) the ownership of the Subject Interests before the Effective Time including the owning, operating, developing, or maintaining the Subject Interests or the producing, and marketing of Hydrocarbons from the Subject Interests, the payment of Property Expenses, payment of royalty and similar obligations, satisfaction of personal injury and property damage claims, and the holding and payment of funds held in suspense; (b) Taxes apportioned to Seller pursuant to Article 10; (c) all Litigation arising prior to the Closing Date, (the “Retained Litigation”); and (d) any production imbalance or payout balance related to the Subject Interests prior to the Effective Time (collectively, the “Retained Liabilities”). Notwithstanding anything to the contrary in this Agreement, there shall be no duplication among the Retained Liabilities, reductions to the Purchase Price and Seller’s obligations to indemnify Buyer. Seller also retains all Obligations relating to the Retained Assets.
Seller’s Retention of Liabilities and Obligations. Upon Closing and subject to Sections 5.3A, 14.3 and 14.4, Sellers retain all claims, costs, expenses, liabilities and obligations accruing or relating to any injury, death, casualty, tortious action or inaction occurring on or attributable to the Assets and attributable to the period of time prior to the Effective Time and any breach of any representation, warranty, covenant or agreement of Sellers contained in this Agreement. (collectively, the “Retained Liabilities”).
Seller’s Retention of Liabilities and Obligations. Upon Closing, each Seller shall retain and pay (i) all Property Expenses and other Obligations of such Seller relating to the ownership and operation of its Assets and the producing, transporting and marketing of Hydrocarbons from such Assets prior to the Effective Time, other than Assumed Liabilities, (ii) all liability for personal injury and employment claims related to the ownership and operation of such Assets prior to the Effective Time and (iii) all liability for royalty and overriding royalty payments due, owing or made and Taxes due, owing or paid prior to the Effective Time with respect to such Assets (collectively, the “Retained Liabilities”).
Seller’s Retention of Liabilities and Obligations. Upon Closing Seller shall retain and pay all Obligations relating to Seller’s ownership and operation of the Assets prior to the Effective Time, excluding, however, the Assumed Liabilities (collectively, the “Retained Liabilities”).
Seller’s Retention of Liabilities and Obligations. Upon Closing Seller shall retain and pay, perform, fulfill and discharge all Retained Liabilities, excluding, however, Buyer's Environmental Liabilities. Collectively, the Retained Liabilities shall mean all liabilities arising from, based upon, related to or associated with:
(a) any breach by Seller of any of its representations or warranties contained in Article VI;
(b) any breach by Seller of any of its covenants or agreements under this Agreement;
(c) personal injury,death or property damage to third parties attributable to Seller's or its Affiliates' ownership or operation of the Assets prior to the Closing;
(d) Seller's non-payment of, payment of or accounting for, royalties or other burdens on production attributable to Hydrocarbons produced from the Assets during the period of time prior to the Effective Time;
(e) Seller's non-payment of, payment of or accounting for, revenues owed to Working Interest owners of interests in the Leases or Xxxxx that are attributable to Hydrocarbons produced from the Assets during the period of time prior to the Effective Time;
(f) the disposal of Hazardous Substances off-site of the Assets prior to the Effective Time;
(g) the ownership, use or operation of the Excluded Assets, or any assets excluded from the Assets pursuant to the terms hereof;
(h) royalty, overriding royalty, working interests and other burdens on production of Hydrocarbons from the Assets held in suspense by Seller or its Affiliates as of Closing for which an adjustment to the Purchase Price is not made pursuant to this Agreement;
(i) the gross negligence or willful misconduct of Seller or any of its Affiliates in connection with its operations of any of the Assets;
(j) any hedge contract or debt instrument of Seller or its Affiliates;
(k) Seller's or its Affiliates' employees; and/or any and all Seller Taxes.
