Suspended Proceeds. Seller shall transfer to Buyer at Closing, and Buyer agrees to accept from Seller, all monies representing the value or proceeds of production removed or sold from the Assets and held by Seller at the time of the Closing for accounts from which payment has been suspended, such monies being hereinafter called “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.
Suspended Proceeds. Seller shall transfer and pay to Buyer at Closing, and Buyer agrees to accept from Seller, all monies representing the value or proceeds of production removed or sold from the Assets and held by Seller at the time of the Closing for accounts from which payment has been suspended, such monies being hereinafter called “Suspended Proceeds”. Seller shall provide to Buyer all documentation or justification pertaining to the Suspended Proceeds. 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.
Suspended Proceeds. In the event the Assets include funds being held by Seller in suspense for the benefit of a third party or parties, Seller shall transfer and pay to Buyer, and Buyer agrees to accept from Seller for the benefit of Seller and the party or parties entitled to receive payment thereof, all monies representing the value or proceeds of production removed or sold from the Assets and then held by Seller for accounts from which payment has been suspended, such monies being hereinafter called “Suspended Proceeds.” At the same time, Seller shall deliver to Buyer appropriate supporting detail pertaining to the Suspended Proceeds in a mutually agreeable digital format, including (to the extent Seller has such information) the owner name, owner number, social security or federal ID number, reason for suspense, and the amount of suspense funds payable for each entry, together with monthly line item production detail including gross and net volumes and deductions for all suspense entries. Except as specifically set forth in the remainder of this Section 1.6, 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 (as defined in Section 3.3.1) therefor. Upon properly documented invoice delivered to Seller no later than two years from the Closing date, Seller will reimburse Buyer for (a) any Claims, judgments, awards, statutory penalties and interest, if any, owing to any interest owner attributable to the Suspended Proceeds accruing prior to the Effective Date, and (b) Claims, judgments, awards, penalties and interest, if any, attributable to the Suspended Proceeds accruing prior to the Effective Date, payable to any state under existing escheat or unclaimed property law, but only if the aggregate of such Claims, awards, penalties and/or interest shall exceed a threshold amount of $25,000, after which Seller shall reimburse Buyer on a dollar for dollar basis (including the threshold amount). Any invoice for reimbursement under the foregoing sentence shall include supporting documentation showing the owner name or ownership interests to which the Claim pertains, the amount and calculation of the award, interest or penalties for which Buyer seeks reimbursement, and any other documentation reasonably requested by Seller to verify the validity and accuracy of the Claim.
Suspended Proceeds. If Quicksilver is holding any Suspended Funds as of the Closing Date, then (i) in lieu of Quicksilver transferring these funds directly to BreitBurn at Closing, Quicksilver shall retain the Suspended Funds held in its accounts and the Initial Consideration shall be adjusted downward in accordance with Section 2.3(b) above, and (ii) from and after Closing, BreitBurn shall be responsible for the proper payment and distribution of the Suspended Funds to those third parties entitled to receive the Suspended Funds and shall DEFEND, INDEMNIFY AND HOLD HARMLESS Quicksilver from claims asserted by third parties arising from or related to administering the distribution of such Suspended Funds.
Suspended Proceeds. If Sellers are holding any funds or amounts in suspense for the benefit of third parties attributable to production sold or removed from the Properties, Sellers shall transfer and pay to Buyer (together with all supporting detail) all such suspended funds and amounts (collectively, the “Suspended Proceeds”). From and after Closing, Buyer shall be responsible for the proper payment and distribution of the Suspended Proceeds to those third parties entitled to receive the Suspended Proceeds and shall indemnify and hold harmless Sellers from claims asserted by third parties arising from or related to administering the distribution of such Suspended Proceeds; provided, however, that Buyer’s aggregate liability and responsibility for such payment, distribution and indemnity shall not exceed the amount of the Suspended Proceeds actually received by Buyer at Closing.
Suspended Proceeds. In the event the Assets include funds being held by Seller in suspense for the benefit of a third party or parties, Seller shall transfer and pay to Buyer, and Buyer agrees to accept from Seller and hold for the benefit of Seller and the party or parties entitled to receive payment thereof, all monies representing the value or proceeds of production removed or sold from the Assets and then held by Seller for accounts from which payment has been suspended, such monies being hereinafter called Suspended Proceeds. Buyer shall be solely responsible for the proper distribution of such proceeds to the party or parties entitled to receive payment of the same, and hereby agrees to indemnify, defend and hold Seller harmless from any claims therefore to the extent of monies transfered for any particular suspended interest.
Suspended Proceeds. Seller shall transfer and pay to Buyer at Closing, and Buyer agrees to accept from Seller, all monies representing the value or proceeds of production removed or sold from the Assets and held by Seller at the time of the Closing for accounts from which payment has been suspended, such monies being hereinafter called “Suspended Proceeds”. 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.
Suspended Proceeds. Seller shall transfer and pay to Buyer at Closing, and Buyer agrees to accept from Seller, all monies representing the value or proceeds of production removed or sold from the Assets and held by Seller at the time of the Closing for accounts from which payment has been suspended, such monies being hereinafter called “Suspended Proceeds”. 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; provided, however, and subject to Buyer’s obligations in Section 3.3, that Buyer shall have no liability for claims arising from the Suspended Proceeds, and no obligation to indemnify, defend and hold Seller harmless from, any amount payable to third parties relating to the Suspended Proceeds with respect to periods prior to the Effective Time (including any penalties and interest thereon attributable to periods prior to the Effective Time) which exceeds the Suspended Proceeds.
Suspended Proceeds. Seller shall transfer and pay to Buyer (through a Purchase Price adjustment made at Closing), and Buyer agrees to accept from Seller for the benefit of Seller and the party or parties entitled to receive payment thereof, all monies representing the value or proceeds of production removed or sold from the Assets and held by Seller at the time of the Closing for accounts from which payment has been suspended, such monies being hereinafter called “Suspended Proceeds”, which amounts are set forth on Schedule 1.4. 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.
Suspended Proceeds. The Seller shall deliver to the Purchaser at Closing an accounting of all suspended proceeds in Seller's possession attributable to the Properties. The Seller shall pay over to the Purchaser at Closing all such suspended proceeds by way of adjustment to the Purchase Price. Upon receipt of such suspended proceeds, the Purchaser shall assume all obligations and liabilities with regard to such suspended proceeds and shall indemnify and hold the Seller harmless of all claims relating thereto, notwithstanding anything otherwise provided in Section 12.
