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; (vi) the Property Expenses attributable to the period of time prior to the Effective Time; and (vii) Losses owed as a result of the resolution of the Proceedings listed in Schedule 6.5 to the extent such Losses result from or are attributable to production from the 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 AgreementAgreement 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 owed as a result of relating to or resulting from the resolution of the Proceedings matters listed in Schedule 6.5 to the extent such Losses result from or are attributable to production from the Assets occurring before period prior to 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; (vi) the Property Expenses attributable to the period of time prior to the Effective Time; and (vii) Losses owed as a result of the resolution any Proceedings pending as of the Proceedings listed in Closing not scheduled on Schedule 6.5 to the extent such Losses result from or are attributable to production from the 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 Article 14.3 and 14.5Article 14.4, Seller retains 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, operating exploring 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 TimeDate; (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 and attributable to the period of time prior to the Closing DateClosing; (viii) employee-related claims of Seller; (iv) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement; (viv) the Property Expenses incurred or attributable to the period of time prior to the Effective TimeDate (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 (viiviii) Losses owed as a result of the resolution of the Proceedings listed in Schedule 6.5 to the extent such Losses result from or are attributable to production from the Assets occurring before the Closing Date Seller’s Environmental Liabilities (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 Closing, and subject to Sections Article 14.3 and 14.5Article 14.4, Seller retains retains, and agrees to pay, perform, fulfill and discharge, its proportionate share of all claims, costs, expenses, liabilities and obligations first accruing prior to the Effective Date or relating to the owning, developing, exploring, operating exploring or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets prior to the Effective TimeDate, except for the Assumed Environmental Liabilities, but including without limitation as well as: (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 and attributable to the period of time prior to the Closing Date; Closing, (vii) employee-related claims of Seller, (iii) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement; , subject to Article 15.11, (viiv) the Property Expenses incurred or attributable to the period of time prior to the Effective Time; 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 8.1B.), (v) any Assets retained by Seller, (vi) 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 (vii) Losses owed Seller's Environmental Liabilities as a result of the resolution of the Proceedings listed defined in Schedule 6.5 to the extent such Losses result from or are attributable to production from the Assets occurring before the Closing Date Article 5.2.A (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 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; (vi) the Property Expenses attributable to the period of time prior to the Effective Time; and (vii) Losses owed as a result of the resolution of the Proceedings listed in Schedule 6.5 to the extent such Losses result from or are attributable to production from the 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 AgreementAgreement 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 owed as a result of relating to or resulting from the resolution of the Proceedings 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 such Losses result from or are attributable to production from the Assets occurring before period prior to the Closing Date (collectively, the “Retained Liabilities”) subject to the survival of Seller’s representations provided in Section 14.5 below).