Common use of Specified Matters Clause in Contracts

Specified Matters. As of the Closing, except as set forth on Schedule 3.33, there are no Damages incurred by, suffered by or owing by the Companies as of the Closing caused by, arising out of, or resulting from the following matters, to the extent attributable to the ownership, use or operation of any of the Company Assets: (a) any third party injury or death, or damage of third party properties (excluding any such property damage that is related to or caused by any Environmental Defect or properly charged or chargeable to the joint account by the operator under the applicable operating or unit agreement) occurring on or with respect to the ownership or operation of any Company Assets prior to the Closing Date; (b) (i) those Proceedings relating to the Company Assets or any Company and for which Seller or any Company has been served prior to the Closing Date and (ii) BOEM or BSEE INCs and suspensions issued in writing prior to the Closing Date that have not been finally resolved; (c) any civil fines or penalties or criminal sanctions imposed on a Company, to the extent resulting from any pre-Closing violation of Law (including any Environmental Law); (d) any transportation or disposal of Hazardous Materials (other than Hydrocarbons) from any Company Asset to a site that is not a Company Asset prior to Closing that would be in violation of applicable Environmental Law or that would arise out of strict liability under applicable Environmental Law; (e) the failure to pay or the incorrect payment by Seller or any Company to any royalty owner, overriding royalty owner or working interest owner under any Company Asset, insofar as the same are attributable to periods, and Hydrocarbons produced and marketed, prior to the Closing (excluding payment obligations relating to the Suspended Funds held by Seller, its Affiliates or any Company as of the Closing Date); (f) any Retained Employee-Related Liabilities; and (g) the Excluded Assets (clauses (a) through (g), collectively, the “Specified Matters”).

Specified Matters. As of the Closing, except as set forth on Schedule 3.33, there are no Damages incurred by, suffered by or owing by the Companies Company as of the Closing caused by, arising out of, or resulting from the following matters, to the extent attributable to the ownership, use or operation of any of the Company Assets: (a) any third party injury or death, or damage of third party properties (excluding any such property damage that is related to or caused by any Environmental Defect or properly charged or chargeable to the joint account by the operator under the applicable operating or unit agreement) occurring on or with respect to the ownership or operation of any Company Assets prior to the Closing Date; (b) (i) those Proceedings relating to the Company Assets or any the Company and for which Seller or any the Company has been served prior to the Closing Date and (ii) BOEM or BSEE INCs and suspensions issued in writing prior to the Closing Date that have not been finally resolved; (c) any civil fines or penalties or criminal sanctions imposed on a the Company, to the extent resulting from any pre-Closing violation of Law (including any Environmental Law); (d) any transportation or disposal of Hazardous Materials (other than Hydrocarbons) from any Company Asset to a site that is not a Company Asset prior to Closing that would be in violation of applicable Environmental Law or that would arise out of strict liability under applicable Environmental Law; (e) the failure to pay or the incorrect payment by Seller or any the Company to any royalty owner, overriding royalty owner or working interest owner under any Company Asset, insofar as the same are attributable to periods, and Hydrocarbons produced and marketed, prior to the Closing (excluding payment obligations relating to the Suspended Funds held by Seller, its Affiliates or any the Company as of the Closing Date); (f) any Retained Employee-Related Liabilities; and (g) the Excluded Assets (clauses (a) through (g), collectively, the “Specified Matters”).