Suspended Proceeds definition

Suspended Proceeds means all proceeds of production from the Subject Interests that Seller is holding as of the Closing Date owing to any Person having a royalty, overriding royalty, leasehold cost bearing or working interest, net profits interest, production payment, or other interest in respect of the production of Hydrocarbons attributable to the Subject Interests before the Closing Date.
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Suspended Proceeds. Seller shall provide to Buyer all documentation justification for suspension of payment of the Suspended Proceeds. Buyer shall be solely responsible for the proper distribution of such Suspended Proceeds to the party or parties who are entitled to receive payment of the same, and hereby agrees to indemnify, defend and hold Seller harmless from any Claims therefor, up to the amount scheduled with respect to a party or parties on an itemized schedule to be delivered by Seller to Buyer (in either written or electronic form) at least five (5) days prior to the Closing Date ; provided, however, to the extent such amount is insufficient Seller shall indemnify, defend and hold Buyer harmless from any Claims therefor for the period of six (6) months following Closing. No individual or aggregate thresholds or deductibles shall apply.
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Suspended Proceeds has the meaning set forth in Section 7.6.
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Examples of Suspended Proceeds in a sentence

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  • Seller shall provide to Buyer all documentation justification for suspension of payment of the Suspended Proceeds.

  • After Closing, Buyer shall be solely responsible for the proper distribution of such Suspended Proceeds set forth on Schedule 17(f) at the time of Closing to the Person or Persons which or who are entitled to receive payment of the same.

  • All Suspended Proceeds as of the Execution Date are set forth on Schedule 17(f), and Seller shall update such Schedule until Closing.

  • Buyer shall be solely responsible for the proper distribution of such Suspended Proceeds to the party or parties which or who are entitled to receive payment of the same, and hereby agrees to indemnify, defend and hold Seller harmless from any Claims therefor, up to the amount of the Suspended Proceeds.

  • All bonuses, rentals, royalties and other payments due under the Oil and Gas Interests have been timely, completely, and accurately paid by Seller and/or purchaser of production in all material respects, except for the Suspended Proceeds described on Schedule 17(f).

  • Schedule 5.1(o) lists all Suspended Proceeds as of the Effective Time, the names of the Persons claiming such funds or to whom such funds are owed as of the Effective Time and an identification, in reasonably sufficient detail, of the reason for the existence of such Suspended Proceeds.

  • Suspended Proceeds specifically include any proceeds from the KL 1-1 and KL 1-3 xxxxx that are subject to Alaska Oil and Gas Conservation Commission Conservation Order 691 dated May 22, 2014.

  • Purchaser shall be solely responsible for the proper distribution of such Suspended Proceeds to the Person or Persons which or who are entitled to receive payment of the same, all in accordance with the directives and/or orders of the Alaska Oil and Gas Conservation Commission and/or the orders of the Superior Court for the State of Alaska, Third Judicial District at Anchorage, in connection with Case No.: 3AN-13-09911C1, styled Xxxx Inlet Region Inc., v.

  • Buyer shall be responsible for the proper distribution of the Suspended Proceeds to the party or parties that or who are entitled to receive payment of same, subject to the Retained Obligations.

Related to Suspended Proceeds

  • Excluded Proceeds means, with respect to any Asset Sale or Casualty Event, the sum of, (1) any Net Proceeds therefrom that constitute Declined Proceeds and (2) any Net Proceeds therefrom that otherwise are waived by the Required Facility Lenders from the requirement to be applied to prepay the applicable Term Loans pursuant to Section 2.05(2)(b).

  • Declined Proceeds has the meaning assigned to such term in Section 2.11(b)(v).

  • Qualified Proceeds means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

  • Retained Declined Proceeds has the meaning specified in Section 2.05(b)(v).

  • Net Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower or any of its U.S. Subsidiaries in connection with such Casualty Event (net of all collection or similar expenses related thereto), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Net Condemnation Proceeds The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.

  • Suspended Lines means subscriber lines that have been temporarily disconnected.

  • Sale Proceeds means the net proceeds from the sale and/or realisation of the Charged Assets (excluding any Charged Assets which comprise cash) by the Realisation Agent in accordance with the Conditions (after deduction therefrom by the Realisation Agent of its usual fees and any costs and expenses incurred in connection with the sale of such Charged Assets). 7. Additional Provisions:

  • Escrowed Proceeds shall include any interest earned on the amounts held in escrow.

  • Recovery Event any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

  • Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower, any Parent Guarantor or any of their respective Subsidiaries in connection therewith, but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first-priority Lien permitted by Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Loss Proceeds means, collectively, all Insurance Proceeds and all Condemnation Proceeds.

  • Condemnation Proceeds All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

  • Gross Proceeds means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses.

  • REO Disposition Proceeds All amounts received with respect to an REO Disposition pursuant to Section 4.16.

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Bond Proceeds means the proceeds from the sale of bonds, notes, and other obligations issued by a district, and reserves and funds maintained by a district for debt service purposes.

  • Suspended Solids means solids that either float on the surface of, or are in suspension in water, sewage or other liquids, and which are removable by laboratory filtering.

  • Disposition Proceeds means, with respect to each Group I/II Non-Program Vehicle, the net proceeds from the sale or disposition of such Group I/II Eligible Vehicle to any Person (other than any portion of such proceeds payable by the Group I/II Lessee thereof pursuant to any Group I/II Lease).

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, an amount equal to (i) cash payments (including any cash received by way of release from escrow or deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings, any Borrower or any of the Restricted Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) sales, transfer, income, gains or other taxes payable (or estimated in good faith by Holdings to become payable) in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans, any Junior Financing, any Credit Agreement Refinancing Indebtedness or any First Lien Indebtedness) that is secured by a Lien on the Equity Interests or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (a) above) (x) related to any of the applicable assets and (y) retained by the Borrowers or applicable Restricted Subsidiary, including, without limitation, pension and other post-employment benefit liabilities related to environmental matters or for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings, any Borrower or any of the Restricted Subsidiaries in connection with such Asset Sale; provided, upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds, (d) the out of pocket expenses, costs and fees incurred with respect to legal, investment banking, brokerage, advisor and accounting and other professional fees, sales commissions and disbursements, survey costs, title insurance premiums and related search and recording charges, in each case actually incurred in connection with such sale or disposition and payable to a Person that is not an Affiliate of Holdings, (e) in the case of any Asset Sale by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Asset Sale Proceeds thereof (calculated without regard to this clause (e)) attributable to minority interests and not available for distribution to or for the account of any Borrower or a wholly-owned Restricted Subsidiary as a result thereof and (f) in the case of any such cash payments received (or subsequently received) by any Foreign Subsidiary, any taxes that would be payable (or estimated in good faith by Holdings to become payable) in connection with the repatriation of such cash proceeds to any Borrower or any Guarantor Subsidiary.

  • Cash Sweep Period means each period commencing on the occurrence of a Cash Sweep Event and continuing until the earlier of (a) the Payment Date next occurring following the related Cash Sweep Event Cure, or (b) until payment in full of all principal and interest on the Loan and all other amounts payable under the Loan Documents.