Common use of Suspense Accounts Clause in Contracts

Suspense Accounts. Aspen currently maintains suspense accounts pertaining to oil and gas heretofore produced comprising monies payable to royalty owners, mineral owners and other persons with an interest in production that such Sellers have been unable to pay because the payees cannot be located (the “Suspense Accounts”). A preliminary listing of the Suspense Accounts is set forth in Exhibit I. At Closing, a downward adjustment to Aspen’s Per Seller Purchase Price will be made to convey the Suspense Accounts to Buyer and the Suspense Accounts will be included in the Preliminary Settlement Statement, with an adjustment made in the Final Settlement Statement, if necessary. Buyer will assume full and complete responsibility and liability for proper payment of the funds comprising the Suspense Accounts as set forth on the “Final Suspense Account Statement,” which shall be provided by the Seller Representative to Buyer with the Final Settlement Statement required in Section 12.1 (including any liability under any unclaimed property law or escheat statute). Buyer agrees to indemnify, defend and hold Sellers and their affiliated entities, together with their respective officers, directors, employees, agents and their respective successors and assigns, harmless from and against any and all liability, claims, demands, penalties and expenses (including attorneys’ fees) arising out of or pertaining to the proper payment and administration of the Suspense Accounts, limited, however to the total amount of the Suspense Accounts.

Suspense Accounts. Aspen Seller currently maintains suspense accounts pertaining to oil and gas heretofore produced comprising monies payable to royalty owners, mineral owners and other persons with an interest in production associated with the Assets that such Sellers have Seller has been unable to pay because the payees cannot be located (the “Suspense Accounts”)) as of the date indicated on Schedule 11.4, which such detailed Schedule will be attached hereto by Seller at Closing. A preliminary listing of the Suspense Accounts is set forth in Exhibit I. At Closing, a downward adjustment to Aspen’s Per Seller the Base Purchase Price will be made at Closing to convey reflect the Suspense Accounts to Buyer as of the Closing Date and the Suspense Accounts will shall be included in the Preliminary Settlement Statement, with an adjustment made in the Final Settlement Statementfurther adjusted, if necessary, in the Post-Closing Statement. Subject to the other provisions hereof, Buyer will shall assume full and complete responsibility and liability for proper payment of the funds comprising the Suspense Accounts as set forth on the “Final Post-Closing Suspense Account Statement,” which shall be provided by the Seller Representative to Buyer with the Final Settlement Post-Closing Statement required in Section 12.1 11.3, (including any liability under any unclaimed property law or escheat statute). Buyer Group agrees to indemnify, defend and hold Sellers Seller, its subsidiaries and their affiliated entitiesAffiliates, together with their respective officers, directors, employees, agents and their respective successors and assigns, harmless from and against any and all liabilityliabilities, claims, demands, penalties and expenses (including reasonable attorneys’ fees) arising out of or pertaining to the proper payment and administration of the Suspense AccountsAccounts in accordance with the Post-Closing Suspense Account Statement, limited, however to the total amount of the Suspense Accountsexcept for Seller’s gross negligence or willful misconduct.

Suspense Accounts. Aspen Seller currently maintains suspense accounts pertaining to oil and gas heretofore produced comprising monies payable to royalty owners, mineral owners and other persons with an interest in production that such Sellers have Seller has been unable to pay because the payees cannot be located of title defects (the “Suspense Accounts”). A preliminary listing of the Suspense Accounts is set forth in Exhibit I. K. At Closing, a downward adjustment to Aspen’s Per Seller the Purchase Price will be made to convey the Suspense Accounts to Buyer and the Suspense Accounts will be included in the Preliminary Settlement Statement, with an adjustment made in the Final Settlement Statement, if necessary. Buyer will assume full and complete responsibility and liability for proper payment of the funds comprising the Suspense Accounts as set forth on the “Final Suspense Account Statement,” which shall be provided by the Seller Representative to Buyer with the Final Settlement Statement required in Section 12.1 (including any liability under any unclaimed property law or escheat statute). Buyer agrees to indemnify, defend and hold Sellers Seller, its parent, subsidiary and their affiliated entities, together with their respective officers, directors, employees, agents and their respective successors and assigns, harmless from and against any and all liability, claims, demands, penalties and expenses (including attorneys’ fees) arising out of or pertaining to the proper payment and administration of the Suspense Accounts, limited, however to the total amount of the Suspense Accounts. Confidential Portions Redacted and Filed with the Commission [***] Symbolizes Language Omitted Pursuant to an Application For Confidential Treatment.

Suspense Accounts. Aspen Seller currently maintains suspense accounts pertaining to oil and gas heretofore produced comprising monies payable to royalty owners, mineral owners and other persons with an interest in production that such Sellers have Seller has been unable to pay because the payees cannot be located of title defects (the “"Suspense Accounts”"). A preliminary listing of the Suspense Accounts is set forth in Exhibit I. J. At Closing, a downward adjustment to Aspen’s Per Seller the Purchase Price will be made to convey the Suspense Accounts to Buyer and the Suspense Accounts will be included in the Preliminary Settlement Statement, with an adjustment made in the Final Settlement Statement, if necessary. Buyer will assume full and complete responsibility and liability for proper payment of the funds comprising the Suspense Accounts as set forth on the “"Final Suspense Account Statement,” " which shall be provided by the Seller Representative to Buyer with the Final Settlement Statement required in Section 12.1 (including any liability under any unclaimed property law or escheat statute). Buyer agrees to indemnify, defend and hold Sellers Seller, its parent, subsidiary and their affiliated entities, together with their respective officers, directors, employees, agents and their respective successors and assigns, harmless from and against any and all liability, claims, demands, penalties and expenses (including attorneys’ ' fees) arising out of or pertaining to the proper payment and administration of the Suspense Accounts, limited, however to the total amount of the Suspense Accounts.

Suspense Accounts. Aspen As set forth and itemized on Schedule 11.5 attached hereto, Seller currently maintains suspense accounts pertaining to oil and gas heretofore produced comprising monies payable to royalty owners, mineral owners and other persons Persons with an interest in production associated with the Assets that such Sellers have Seller has been unable to pay because the payees cannot be located (the “Suspense Accounts”). A preliminary listing of As identified in the Suspense Accounts is set forth in Exhibit I. At ClosingClosing Settlement Statement, a downward adjustment to Aspen’s Per Seller the Base Purchase Price will be made at Closing to convey reflect the Suspense Accounts to Buyer as of the Closing Date and the Suspense Accounts will shall be included in the Preliminary Settlement Statementfurther adjusted, with an adjustment made if necessary, in the Final Settlement Statement. Subject to the other provisions hereof, if necessary. Buyer will shall assume full and complete responsibility and liability for proper payment of the funds comprising the Suspense Accounts as set forth on the “Final Suspense Account Statement,” which shall be provided by the Seller Representative to Buyer with the Final Settlement Statement required in Section 12.1 11.3 (including any liability under any unclaimed property law or escheat statute). Subject to Seller’s representations and warranties and indemnification obligations contained in this Agreement, Buyer agrees to indemnify, defend and hold Sellers Seller, its parent, subsidiary and their affiliated entities, together with their respective officers, directors, employees, agents and their respective successors and assigns, harmless from and against any and all liabilityliabilities, claims, demands, interest, penalties and expenses (including reasonable attorneys’ fees) arising out of or pertaining to the proper payment and administration of the Suspense Accounts, limited, however to Accounts in accordance with the total amount of the Final Suspense AccountsAccount Statement.

Suspense Accounts. Aspen As set forth and itemized on Schedule 11.5 attached hereto, WEC currently maintains suspense accounts pertaining to oil and gas heretofore produced comprising monies payable to royalty owners, mineral owners and other persons with an interest in production associated with the Assets that such Sellers have has been unable to pay because the payees cannot be located (the “Suspense Accounts”). A preliminary listing of As identified in the Suspense Accounts is set forth in Exhibit I. At ClosingClosing Settlement Statement, a downward adjustment to Aspen’s Per Seller the Base Purchase Price will be made at Closing to convey reflect the Suspense Accounts to Buyer as of the Closing Date and the Suspense Accounts will shall be included in the Preliminary Settlement Statementfurther adjusted, with an adjustment made if necessary, in the Final Settlement Statement. Subject to the other provisions hereof, if necessary. Buyer will shall assume full and complete responsibility and liability for proper payment of the funds comprising the Suspense Accounts as set forth on the “Final Suspense Account Statement,” which shall be provided by the Seller Representative WEC to Buyer with the Final Settlement Statement required in Section 12.1 11.3, (including any liability under any unclaimed property law or escheat statute). Buyer agrees to indemnify, defend and hold Sellers Sellers, their parent, subsidiary and their affiliated entities, together with their respective officers, directors, employees, agents and their respective successors and assigns, harmless from and against any and all liabilityliabilities, claims, demands, penalties and expenses (including reasonable attorneys’ fees) arising out of or pertaining to the proper payment and administration of the Suspense AccountsAccounts in accordance with the Final Suspense Account Statement, limited, however to the total amount of the Suspense Accounts.

Suspense Accounts. Aspen As set forth and itemized on Schedule 11.5 attached hereto, Seller currently maintains suspense accounts pertaining to oil and gas heretofore produced comprising monies payable to royalty owners, mineral owners and other persons with an interest in production associated with the Assets that such Sellers have Seller has been unable to pay because the payees cannot be located (the “Suspense Accounts”). A preliminary listing of As identified in the Suspense Accounts is set forth in Exhibit I. At ClosingClosing Settlement Statement, a downward adjustment to Aspen’s Per Seller the Base Purchase Price will be made at Closing to convey reflect the Suspense Accounts to Buyer as of the Closing Date and the Suspense Accounts will shall be included in the Preliminary Settlement Statementfurther adjusted, with an adjustment made if necessary, in the Final Settlement Statement. Subject to the other provisions hereof, if necessary. Buyer will shall assume full and complete responsibility and liability for proper payment of the funds comprising the Suspense Accounts as set forth on the “Final Suspense Account Statement,” which shall be provided by the Seller Representative to Buyer with the Final Settlement Statement required in Section 12.1 11.3, (including any liability under any unclaimed property law or escheat statute). Buyer agrees to indemnify, defend and hold Sellers Seller, its parent, subsidiary and their affiliated entities, together with their respective officers, directors, employees, agents and their respective successors and assigns, harmless from and against any and all liabilityliabilities, claims, demands, penalties and expenses (including reasonable attorneys’ fees) arising out of or pertaining to the proper payment and administration of the Suspense AccountsAccounts in accordance with the Final Suspense Account Statement, limited, however to the total amount of the Suspense Accounts.