Suspended Funds. As part of the final accounting in connection with the Final Statement pursuant to Section 2.8, the Seller will deliver to the Buyer the Suspended Funds along with an “Excel” spreadsheet containing the owner name, owner number, social security or federal ID number, reason for suspense, and the amount of Suspended Funds payable for each entry, together with monthly line item production detail including gross and net volumes and deductions for all suspense entries. Upon receipt of such information, the Buyer shall administer all such accounts and assume all payment obligations relating to the Suspended Funds in accordance with all applicable Laws, and shall be liable for the payment thereof to the proper parties, except that the Seller will retain all responsibility and liability for (a) statutory penalties and interest, if any, owing to any interest owner attributable to the Suspended Funds accruing prior to the Effective Time and (b) penalties and interest, if any, attributable to the Suspended Funds accruing prior to the Effective Time, payable to any state under existing escheat or unclaimed property statutes. If any such penalties or interest are due to the respective suspense account owner or any state under such statutes and the Seller fails to promptly reimburse such sums to the Buyer, then the Buyer shall return to the Seller the Suspended Funds in such account that existed as of the Effective Time, and the Seller shall thereupon assume all obligations for the final payment and settlement of any such claims and accompanying Suspended Funds.
Suspended Funds. At Closing Seller will transfer to Buyer all funds, if any, held by Seller in suspense owing to third parties on account of production from the Assets, together with identification of those funds on a well-by-well, and owner-by-owner basis. Buyer shall assume responsibility for the payment thereof to third parties entitled to the same, to the extent of the funds transferred, and shall indemnify and hold Seller harmless for claims related to or arising out of Buyer's payment, mispayment or failure to make payment of such funds. Seller shall indemnify and hold harmless Buyer for claims related to wrongfully withheld suspended funds attributable to the period of time prior to the Effective Time.
Suspended Funds. If Seller is holding any Suspended Funds as of the Closing Date, then (a) in lieu of Seller transferring these funds to Buyer at Closing, Seller shall retain the Suspended Funds held in its accounts and the Base Purchase Price shall be adjusted downward in accordance with Section 2.5(b)(iv), and (b) from and after Closing, Buyer shall be responsible for the proper payment and distribution of the Suspended Funds to the Non-Parties entitled to receive the Suspended Funds (including with respect to escheat obligations) and shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller from and against any and all Claims asserted by Non-Parties arising from or related to administering the distribution of such Suspended Funds.
Suspended Funds. If Seller is holding any Suspended Funds as of the Closing Date, then (a) in lieu of Seller transferring these funds to Buyer at Closing, Seller shall retain the Suspended Funds held in its accounts and the Base Purchase Price shall be adjusted downward in accordance with Section 2.4(b)(v), and (b) from and after Closing, Buyer shall be responsible for the proper payment and distribution of the Suspended Funds to the Non-Parties entitled to receive the Suspended Funds (including with respect to escheat obligations).
Suspended Funds. As soon as practicable after the Closing, Seller shall provide to Buyer a listing showing all proceeds from production attributable to the Properties that are currently held in suspense and shall transfer to Buyer all such suspended proceeds. Buyer shall be responsible for proper distribution of all the suspended proceeds to the parties lawfully entitled to them, and hereby agrees to indemnify, defend, and hold harmless Seller from and against any and all Losses arising out of or relating to Buyer's retention or distribution of such suspended proceeds.
Suspended Funds. As soon as practicable after the Closing, SELLER shall provide to BUYER a listing showing all net proceeds from production attributable to the royalty and overriding royalty interests which are currently held in suspense because of lack of identity or address of owners, change of ownership or similar reasons, and shall transfer to BUYER all those suspended proceeds. BUYER shall be responsible for proper distribution of all the suspended proceeds to the parties lawfully entitled to them.
Suspended Funds. As soon as practicable after the LP Closing Date, but no later than 90 days thereafter, LP Sellers shall provide to Buyer a listing in Excel spreadsheet format, showing all proceeds from production attributable to the xxxxx which are currently held in suspense by LP Sellers and the reason for suspending such proceeds, shall transfer to Buyer all those suspended proceeds (the “Suspended Proceeds”). Thereafter, Buyer shall be responsible for proper distribution of the Suspended Proceeds to the parties lawfully entitled to them to the extent and only to the extend of Suspended Proceeds, except LP Sellers shall remain liable for interest and penalties, if any, associated with the Suspended Proceeds for failure, prior to the LP Closing Date, to escheat such Suspended Proceeds to the applicable Governmental Entities in accordance with Applicable Law.
Suspended Funds. At the Closing Date, Seller shall deliver, and/or shall cause to be delivered, to Purchaser an “Excel” spreadsheet or other medium containing the following, to the extent available or in Seller’s, Castex’s or their respective Affiliates’ possession or control: owner name, owner number, social security or federal ID number, reason for suspense, and the amount of Suspended Funds payable for each entry as of the Closing Date, and all other supporting documentation reasonably necessary for Purchaser to verify the existence of the amount of such Suspended Funds.
Suspended Funds. To the extent that the amount of funds held in suspense by Seller on account of production from the Assets was accounted for as a downward adjustment to the Purchase Price under Section 2.4.E.5., Buyer shall assume responsibility for the payment of such suspended funds. Buyer shall indemnify and hold Seller harmless for claims related to or arising out of Buyer’s payment, mispayment or failure to make payment of such suspended funds. Seller shall indemnify and hold harmless Buyer for claims related to wrongfully withheld suspended funds attributable to the period of time prior to the Effective Time.
Suspended Funds. 27 14.4 Proceeds and Invoices for Property Expenses Received After the Settlement Date................................................................................................................ 27 A. Proceeds......................................................................................... 28 B. Property Expenses.......................................................................... 28 14.5 Indemnification......................................................................................... 28 A. Seller's Indemnification of Buyer...................................................... 28 B. Buyer's Indemnification of Seller...................................................... 28 C. Release........................................................................................... 28 14.6 Procedure................................................................................................ 28 A. Coverage........................................................................................ 28 B. Claim Notice................................................................................... 28 C. Information...................................................................................... 29 14.7 Dispute Resolution.................................................................................... 29 14.8 No Insurance; Subrogation....................................................................... 30 14.9 Reservation as to Non-Parties................................................................... 30 ARTICLE 15 MISCELLANEOUS............................................................................................ 30 15.1 Expenses.................................................................................................. 30 15.2 Notices.................................................................................................... 30 15.3 Amendments/Waiver................................................................................ 31 15.4 Assignment............................................................................................... 31 15.5 Announcements........................................................................................ 31 15.6 Counterparts/Fax Signatures..................................................................... 32 15.7 Governing Law......................................................................................... 32 15.8 Entire Agreement...............................
