Common use of Seller’s Retention of Liabilities and Obligations Clause in Contracts

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 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 royalties, Taxes and Taxes other burdens attributable to the period of time prior to the Effective Time; (ii) the Retained Environmental Liabilities; Contracts (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 DateSeller, its contract operator or affiliates; (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 belowAgreement; (vi) the Property Expenses attributable to the period of time prior to the Effective Time; and (vii) any Losses relating to or resulting from owed as a result of the matters resolution of the Proceedings listed in Schedule 6.5 to the extent such Losses result from or are attributable to production from the period prior to Assets occurring before the Closing Date (collectively, the “Retained Liabilities”)) subject to the survival of Seller’s representations provided in Section 14.5 below.

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 belowAgreement; (vi) the Property Expenses attributable to the period of time prior to the Effective Time; and (vii) any Losses relating to or resulting from owed as a result of the matters resolution of the Proceedings listed in Schedule 6.5 to the extent such Losses result from or are attributable to production from the period prior to Assets occurring before the Closing Date (collectively, the “Retained Liabilities”)) subject to the survival of Seller’s representations provided in Section 14.5 below.

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 6.5; provided that with respect to any Losses relating to or resulting from the matter listed as No. 2 in Schedule 6.5, only to the extent attributable to the period prior to the Closing Date (collectively, the “Retained Liabilities”).