Suspense Funds. Schedule 4.1(o) is a true and correct list as of -------------- August 31, 1999 of all amounts held by the Partnership and/or Grande in suspense accounts, or otherwise, related to the Properties for the benefit or account of any other Person.
Suspense Funds. Schedule 5.07 sets forth (a) all funds held in suspense by Seller or any of its affiliates as of the date hereof that are attributable to the Assets, (b) a description of the source of such funds and the reason they are being held in suspense and (c) if known, the name or names of the Persons claiming such funds or to whom such funds are owed.
Suspense Funds. Purchaser acknowledges that Suspense Funds may exist as of the Effective Time. Seller shall transfer to Purchaser at Closing any Suspense Funds held by Seller, and Purchaser shall be responsible for Suspense Funds after Closing. In order to transfer custody of those Suspense Funds from Seller to Purchaser, the amount of such Suspense Funds as of the Closing Date will be reflected as an adjustment to the Purchase Price on the Preliminary Settlement Statement, subject to adjustment in the Final Settlement Statement. Notwithstanding anything contained in any other provision of this Agreement, including Articles VI and VIII, if Closing occurs:
(a) Purchaser expressly assumes and accepts sole responsibility for and agrees to pay all costs and expenses associated with the Suspense Funds, and Purchaser (on behalf of Purchaser Group and their successors and assigns) irrevocably waives any and all claims they may have against Seller Group associated with the same, subject to Seller’s obligation to retain liabilities associated with the improper calculation of the Suspense Funds as Seller Retained Liabilities; and
(b) Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and shall fully protect, defend, indemnity and hold harmless Seller Group from and against any and all Claims relating to, arising out of, or connected with, directly or indirectly, the Suspense Funds, no matter whether arising before, on or after the Effective Time subject to Seller’s obligation to retain liabilities associated with the improper calculation of the Suspense Funds as Seller Retained Liabilities. These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law or other fault of Seller Group, or any pre-existing defect.
Suspense Funds. Schedule 3.28 lists (a) all funds held in suspense by Seller that are attributable to the Assets, (b) a description of the source of such funds and the reason they are being held in suspense and (c) if known, the name or names of the Persons claiming such funds or to whom such funds are owed.
Suspense Funds matters that Buyer waives in writing;
Suspense Funds. Schedule 10.1.11 (which will be delivered within 5 Business Days of the date hereof) will set forth all suspense funds held by Seller for the account of a third party or an Affiliate of Seller that are associated with the Properties as of December 31, 2009, except minimum suspense accounts that will be cleared prior to Closing.
Suspense Funds. Except as described in Schedule 6.11, and as of March 25, 2021, neither Seller nor its Affiliates holds (in escrow or otherwise) any Suspense Funds.
Suspense Funds. Except as set forth in Schedule 3.12 Seller does not hold (in escrow or otherwise) any Third-Party funds in suspense with respect to production of Hydrocarbons from any of the Assets as of the Effective Time.
Suspense Funds. Schedule 0 lists all material suspense funds held in suspense by Seller as of the Effective Time.
Suspense Funds. Schedule 7.22 lists all Suspense Funds as of the Effective Time. To the Company’s Knowledge, all proceeds from the sale of Hydrocarbons produced from the Oil & Gas Assets are being received by the Company in a timely manner and are not being held in suspense.
