Common use of Assumed Liabilities and Obligations; Exclusions Clause in Contracts

Assumed Liabilities and Obligations; Exclusions. (a) At the Effective Time, the Company shall assume and thereafter pay, perform or discharge the Assumed Liabilities. Such assumption may be effectuated by the Company making full payments in respect of any Assumed Liability at the time of the discharge of such Assumed Liability to any Person which, after the Effective Time, remained liable in respect of such Assumed Liability and thereafter discharged such Assumed Liability in accordance with the terms of the agreement or instrument under which such Assumed Liability arose (but only to the extent that such discharge was in accordance with the terms of the relevant agreement or instrument as in effect at the Effective Time). (b) Upon the terms and subject to the conditions hereof and in consideration of the transfer of the Contributed Assets, the Company shall, effective as of the Effective Time, perform and discharge all obligations of Shell, Shell Norco and Star under the Contributed Contracts. (c) Except as otherwise provided in Section 3.1(a) above, after the Effective Time, neither Shell nor its Affiliates nor Star nor its Affiliates shall pay, perform or discharge, in whole or in part, any Assumed Liability or any obligation under the Contributed Contracts without the prior written consent of the Company.