Common use of Liabilities Retained by Sellers Clause in Contracts

Liabilities Retained by Sellers. Except for the Assumed Liabilities, the Buyer shall not assume, be liable for or pay, and none of the Purchased Assets shall be subject to, and each Seller shall retain, be unconditionally liable for and pay, any liability or obligation (whether known or unknown, matured or unmatured, stated or unstated, recorded or unrecorded, fixed or contingent, currently existing or hereafter arising) of such Seller, including without limitation, the following: (i) any obligation or liability of a Seller arising out of this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby or thereby; (ii) except as otherwise provided herein, any obligation or liability of a Seller for the fees and expenses of its counsel, accountants and other experts and all other expenses incurred by a Seller incident to the negotiation, preparation and execution of this Agreement and any agreement entered into in connection herewith and the performance by a Seller of its obligations hereunder or thereunder; (iii) except as otherwise provided herein, any obligation or liability of a Seller and its directors, officers, employees, consultants and other representatives, arising out of or resulting from any business, activity, course of conduct, action or omission before, on or after the Closing Date; (iv) any amount of the Scheduled Liabilities in excess of $477,652.83. (v) accounts payable of each Seller to the extent not set forth on the Payable Schedule; (vi) any liability or obligation under or in connection with the Retained Assets. (vii) any federal, state, local or other foreign tax payable by a Seller whether such tax is due and payable prior to or after the Closing Date; (viii) any indebtedness of a Seller for borrowed money; (ix) any liability of each Seller with respect to any claim, litigation or proceeding accruing with respect to, or arising from or relating to any business, activity, course of conduct, action or omission before, on or after the Closing Date, including, without limitation, those matters set forth on Schedule 2.9, whether such claim, litigation or proceeding is presented or instituted prior to or after the Closing Date; (x) any liability, obligations, payments, benefits, costs and expenses including, without limitation, any salary, wage, vacation, bonus, severance, expense reimbursement or other benefit: (a) accruing and payable to employees of a Seller who become employed by the Buyer after the Closing Date with respect to any period before the Closing Date as set forth in Schedule 1.4(b) attached hereto, (b) accruing and payable to all other employees of a Seller with respect to any period before or after the Closing Date, (c) accruing and payable to all former employees of each Seller whose employment terminated before the Closing Date, (d) accruing and payable pursuant to any employee benefit plans (including pension plans) of a Seller or under federal and state laws governing such plans, whether before or after the Closing Date, including, without limitation, in connection with the termination of participation under such plan by an employee; or (e) accruing and payable in connection with the termination of any such employee benefit plan of each Seller, whether before or after the Closing Date. (xi) any warranty liability of a Seller, including without limitation, for claims which arise prior to the Closing Date, whether such claims are presented prior to or after the Closing Date.

Liabilities Retained by Sellers. Except for (a) CUSA shall indemnify, defend and hold harmless Buyer from and after the Assumed LiabilitiesClosing against any Losses attributable to a breach of CUSA's representations and warranties or a material breach of CUSA's covenants under this Agreement, the Buyer shall not assume, be liable for or pay, and none of the Purchased Assets shall be subject to, and each Seller shall retain, be unconditionally liable for and pay, any liability or obligation (whether known or unknown, matured or unmatured, stated or unstated, recorded or unrecorded, fixed or contingent, currently existing or hereafter arising) of such Seller, including without limitation, the following: provided that (i) any obligation or liability claim of a Seller arising out Buyer for breach of this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby or thereby; (ii) except as otherwise provided herein, any obligation or liability CUSA's representations and warranties shall be void unless notice of a Seller for the fees and expenses of its counsel, accountants and other experts and all other expenses incurred by a Seller incident such claim is given to the negotiation, preparation and execution of this Agreement and any agreement entered into in connection herewith and the performance by a Seller of its obligations hereunder or thereunder; (iii) except as otherwise provided herein, any obligation or liability of a Seller and its directors, officers, employees, consultants and other representatives, arising out of or resulting from any business, activity, course of conduct, action or omission before, on or after the Closing Date; (iv) any amount of the Scheduled Liabilities in excess of $477,652.83. (v) accounts payable of each Seller to the extent not set forth on the Payable Schedule; (vi) any liability or obligation under or in connection with the Retained Assets. (vii) any federal, state, local or other foreign tax payable by a Seller whether such tax is due and payable prior to or after the Closing Date; (viii) any indebtedness of a Seller for borrowed money; (ix) any liability of each Seller with respect to any claim, litigation or proceeding accruing with respect to, or arising from or relating to any business, activity, course of conduct, action or omission before, on or after the Closing Date, including, without limitation, those matters set forth on Schedule 2.9, whether such claim, litigation or proceeding is presented or instituted prior to or after the Closing Date; (x) any liability, obligations, payments, benefits, costs and expenses including, without limitation, any salary, wage, vacation, bonus, severance, expense reimbursement or other benefit: (a) accruing and payable to employees of a Seller who become employed by the Buyer Sellers within one year after the Closing Date with respect and (ii) any claim of Buyer for breach of CUSA's representations and warranties must individually exceed Fifty Thousand Dollars ($50,000). (b) CPL shall indemnify, defend and hold harmless Buyer from and after the Closing against any Losses attributable to a breach of CPL's representations and warranties or a material breach of CPL's covenants under this Agreement, provided that (i) any period before claim of Buyer for breach of CPL's representations and warranties shall be void unless notice of such claim is given to Sellers within one year after the Closing Date and (ii) any claim of Buyer for breach of CPL's representations and warranties must individually exceed Fifty Thousand Dollars ($50,000). (c) From and after the Closing CUSA agrees that it shall perform when due the Abandonment Obligations associated with the CUSA Properties that are allocated to "Chevron" as set forth in Schedule 1.4(b) 1 attached hereto, and shall indemnify, defend and hold harmless Buyer against any Losses attributable to non-performance or the manner of performance of such Abandonment Obligations. (bd) accruing From and payable after the Closing CPL agrees that it shall perform when due the Abandonment Obligations associated with the CPL Properties that are allocated to "Chevron" as set forth in Schedule 1 attached hereto, and shall indemnify, defend and hold harmless Buyer against any Losses attributable to non-performance or the manner of performance of such Abandonment Obligations. (e) From and after the Closing CUSA agrees that it shall indemnify, defend and hold harmless Buyer against all Losses that are attributable to ownership, use, operation, maintenance, improvement or abandonment of any of the CUSA Properties prior to the Closing, including offsite transportation, storage, treatment and disposal of Subject Materials from such properties prior to the Closing, but excluding Abandonment Obligations and other employees liabilities and obligations assumed by Buyer under Section 3.2 below. (f) From and after the Closing CPL agrees that it shall indemnify, defend and hold harmless Buyer against all Losses that are attributable to ownership, use, operation, maintenance, improvement or abandonment of a Seller any of the CPL Properties prior to the Closing, including offsite transportation, storage, treatment and disposal of Subject Materials from such properties prior to the Closing, but excluding Abandonment Obligations and other liabilities and obligations assumed by Buyer under Section 3.2 below. (g) From and after the Closing CUSA agrees to reimburse Buyer for or directly pay Buyer's share of any cash call or other assessment by the operator of any unit or pursuant to any operating agreement to which the Transferred Properties are subject, or by GGP, with respect to (i) the investigation, funding, remediation, defense or settlement of any period before Abandonment Obligations allocated to "Chevron" in Schedule 1 with respect to unit property or the GGP Partnerships' Facilities, and (ii) any Losses that are attributable to injuries suffered or casualties occurring on the Transferred Properties, the property of any unit or operating agreement to which the Transferred Properties are subject, or the GGP Partnerships' Facilities prior to the Closing. (h) From and after the Closing Date, (c) accruing and payable CPL agrees to all former employees of each Seller whose employment terminated before the Closing Date, (d) accruing and payable pursuant to any employee benefit plans (including pension plans) of a Seller reimburse Buyer for or under federal and state laws governing such plans, whether before or after the Closing Date, including, without limitation, in connection with the termination of participation under such plan by an employee; or (e) accruing and payable in connection with the termination directly pay Buyer's share of any such employee benefit plan cash call or other assessment by any of each SellerPAPCO, whether before PANGL or after PATC with respect to (i) the Closing Dateinvestigation, funding, remediation, defense or settlement of any Abandonment Obligations allocated to "Chevron" in Schedule 1 for the applicable Partnerships' Facilities, and (ii) any Losses that are attributable to injuries suffered or casualties occurring at the applicable Partnerships' Facilities prior to the Closing. (xii) In the event the operator of any warranty liability unit or operating agreement to which the Transferred Properties are subject or any of GGP, PAPCO, PANGL or PATC makes a Sellercash call on unit owners or partners or provides other communications to unit owners or partners with respect to the payment liabilities retained by Sellers under clauses (h) and (g) above, including without limitationBuyer shall promptly forward the cash call or other communication to the applicable Seller for review and payment. At the Closing, Buyer shall execute and deliver to Sellers Voting Agreements in the form attached as Exhibit M to this Agreement, by which Sellers shall have the right to receive information, attend meetings and direct the casting of Buyer's vote and the exercise of Buyer's approval or rejection rights in the Point ▇▇▇▇▇▇▇▇ Unit, the Rocky Point Unit, lease operating agreements, and each of GGP, PANGL, PAPCO, PATC and Clean Seas with respect to such payment liabilities retained by Sellers. If any of the Transferred Properties are subsequently subject to a different or amended unit, partnership or comparable agreement, Buyer shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ similar information and voting rights with respect to the new agreement. (j) Without limitation on liabilities retained by Sellers hereunder, (i) if applicable Government Authorities require Buyer to take investigatory or remedial action with respect to the shell mound and oil spotting matters disclosed by Sellers in the Disclosure Letter, CUSA shall indemnify, defend and hold harmless Buyer and its Affiliates against the costs of performing such investigations or remedies, and (ii) the responsibility for claims which arise defending against and settling or paying any judgment or arbitration monetary award issued in any of the litigation or arbitration proceedings filed prior to the Closing Date, whether such claims are presented prior to Date and disclosed in the Disclosure Letter shall remain with CUSA or after the Closing DateCPL rather than with Buyer.