Suspense Amounts definition
Examples of Suspense Amounts in a sentence
From and after the Closing Date, Buyer shall assume all responsibility for the Suspense Amounts and the escheat actions and obligations related thereto, and shall indemnify and hold Seller harmless from any claim or liability with respect thereto.
To the extent WFRF shall elect to waive or accept cure of such Event of Default prior to the acceleration of the Obligations (or the deemed acceleration of the Obligations under the Loan Agreement, whether or not enforceable against the Borrowers under applicable bankruptcy laws), promptly following such acceptance of cure or waiver, WFRF shall forward the Suspense Amounts to Participant in accordance with this Agreement.
After such time, the Suspense Amounts and any items accruing to suspense on account of production from the Assets shall be the responsibility of Buyer.
The responsibility for payment of and escheat actions and obligations related to the Suspense Amounts held in suspense by Seller for periods prior to the Effective Time as to any of the Assets (such as suspended royalties held in the ordinary course of business as a result of title defects or changes of ownership) and the Suspense Amounts so held shall be transferred to Buyer at the Closing Date (along with all reasonable supporting documentation to the extent in Seller’s possession).
Schedule 5.07 lists all funds held in suspense (including funds held in suspense for unleased interests) by Seller or its affiliates that are attributable to the Assets (the “Suspense Amounts”), a description of the source of the Suspense Amounts and the reason they are being held in suspense and, if known, the name or names of the persons claiming the Suspense Amounts or to whom the Suspense Amounts are owed.
Within five (5) business days after the Closing Date, Seller shall provide to Buyer (a) information regarding all Suspense Amounts as of the Effective Time, including the reasons that the funds are in suspense, and (b) Seller’s division of interest and all supporting documentation regarding the parties that are entitled to such Suspense Amounts.
Except with respect to the Suspense Amounts, Seller or the operator of the Property will be responsible for regulatory and/or reporting obligations and will make, or cause to be made, disbursements of proceeds of production (including but not limited to payment of royalties for all production through the second calendar month following the Closing Date, and such disbursements will be accounted for in the final accounting statement.
Schedule 6.15 sets forth complete and accurate information regarding all proceeds of production held in suspense by the Seller or third parties with respect to the operation of the Assets by the Seller (the "Suspense Amounts") as of the Closing and (b) any division of interest of the Seller and all supporting documentation regarding those royalty owners, overriding royalty owners, working interest owners or other owners for whom Seller disburses proceeds of production.
To Seller’s knowledge, during the past one (1) year and except as set forth on Schedule 4.19, all material Royalties with respect to the Assets have been or will be properly and timely paid (or constitute Suspense Amounts), or if not paid, are being contested in good faith in the normal course of business.
Without limitation of Purchaser’s right to indemnification under Article 11 with respect to clause (l) of the definition of “Retained Obligations,” Purchaser shall, to the extent reasonably requested by Seller, cooperate with Seller in connection with such resolution or release of Seller Responsibility Suspense Amounts.