Assets Subject to Existing Agreements. Notwithstanding any provision of this Agreement to the contrary, the Company acknowledges and agrees that each Asset is conveyed, contributed and sold to the Company subject to any and all contracts and agreements to which the Transferor or any predecessor-in-interest is a party with respect to such Asset as of the Closing Date, including any settlement agreements, restructuring agreements or sale and purchase agreements (other than any Transferor Loan-Servicing Contract).
Assets Subject to Existing Agreements. Notwithstanding any provision of this Agreement to the contrary, and as contemplated by the Company’s assumption of the Obligations pursuant to Section 2.2, the Company acknowledges and agrees that each Asset is conveyed, contributed and sold to the Company subject to any and all contracts and agreements to which the Initial Member or any predecessor-in-interest is a party with respect to such Asset, as of the Closing Date, including any settlement agreements, restructuring agreements or sale and purchase agreements, all of which contracts and agreements the Company hereby assumes and agrees as of the Closing Date to perform.
Assets Subject to Existing Agreements. Subject to Section 6.2 (k), PURCHASER and SELLER agree that the sale of the Oil & Gas Interests will be made subject to (and PURCHASER accepts the Oil & Gas Interests subject to) any and all reservations, exceptions, and limitations which are included in the files made available to PURCHASER for review, or are referred to therein, and all contracts, assignments, subleases, farmout agreements, joint operating agreements, letter agreements, pooling or unitization agreements, easements, rights-of-way and all other agreements or instruments (i) which are of record with the MMS or in the appropriate parish/county records or the Governmental Bodies of the State of Louisiana, or (ii) which are listed on Schedule 2.1.6. In addition, as a part of the consideration hereunder, PURCHASER, as set forth in this Agreement, shall assume, pay for, and perform SELLER's duties, liabilities and obligations as lessee of each Lease and all duties imposed by governmental laws and regulations. PURCHASER further agrees to expressly assume SELLER's obligations and liabilities under the contracts described in this Section 2.3 insofar as such obligations or liabilities relate to the Oil & Gas Interests after the Effective Time, and to execute any documents necessary to effectuate such assumption by PURCHASER.
Assets Subject to Existing Agreements. PURCHASER and SELLER agree that the sale of the Oil & Gas Interests will be made subject to (and PURCHASER upon Closing accepts the Oil and Gas Interests subject to) any and all reservations, exceptions, limitations, contracts, assignments, subleases, farmout agreements, joint operating agreements, letter agreements, pooling or unitization agreements, easements, rights-of-way and all other agreements or instruments (i) which are of record with the MMS, or (ii) which have been made available in the data room to PURCHASER for its review prior to Closing, or (iii) which are listed on Exhibit 1. In addition, as a part of the consideration hereunder, upon Closing PURCHASER shall assume, pay for, and perform SELLER's duties, liabilities and obligations as lessee of each Lease and all duties imposed by governmental laws and regulations respecting each Lease. PURCHASER further agrees to expressly assume SELLER's obligations and liabilities under the contracts identified on Exhibit 1 insofar as such obligations or liabilities relate to the Oil & Gas Interests after the Effective Time, and to execute any documents necessary to effectuate such assumption by PURCHASER.
Assets Subject to Existing Agreements. Unless specifically excepted or reserved, and to the extent that they are binding on SELLER, PURCHASER and SELLER agree that the sale of the Oil & Gas Interests will be made subject to (and PURCHASER upon Closing accepts the Oil & Gas Interests subject to) any and all reservations, exceptions, limitations, contracts, assignments, subleases, farmout agreements, calls on production as set forth in Paragraph 9.17, joint operating agreements, letter agreements, pooling or unitization agreements, easements, rights-of-way and all other agreements or instruments (i) which are of record with the MMS, or (ii) which have been made available to PURCHASER for its review prior to Closing, or (iii) which are listed on Schedule 2.1.6 or (iv) are referred to in the contracts listed on Schedule 2.1.6. Upon Closing, PURCHASER further agrees to expressly assume SELLER's obligations and liabilities under the above-referenced contracts which are assigned to PURCHASER at Closing or after and are identified on Schedule 2.1.6 insofar as such obligations or liabilities relate to the Oil & Gas Interests and are attributable to the period of time after the Effective Time, and to execute any documents necessary to effectuate such assumption by PURCHASER.
