Common use of Assumption of the Agreement Clause in Contracts

Assumption of the Agreement. (A) Effective as of , 2008 and pursuant to that certain Plan of Conversion of Resaca Exploitation, LP into Resaca Exploitation, Inc., Counterparty was duly formed by conversion of Resaca LP under applicable law. As a result of such conversion, the business of Resaca LP is being continued by Counterparty in all respects and Counterparty has undertaken and assumed by operation of law, and hereby undertakes and assumes, all of the rights, obligations and liabilities of Resaca LP with respect to the Agreement and the Security Documents (as defined in the Agreement) accruing prior to, on or subsequent to the date hereof and with the same force and effect as if originally named therein as a party in the place and stead of Resaca LP (for the avoidance of doubt, including any rights, obligations and liabilities of Resaca LP required to be performed by it on or prior to the date hereof with respect to the Agreement and the Security Documents), and hereby confirms that it shall be deemed a party to the Agreement and each Security Document to which Resaca LP is a party and shall be bound by all the terms thereof as if therein named. (B) Counterparty hereby agrees that any and all actions by Resaca LP, the general partner of Resaca LP and/or the officers of the general partner of Resaca LP on behalf of Resaca LP for and on behalf of and in the name of Resaca LP prior to its conversion from a Delaware limited partnership to a Texas corporation assumption and the execution and delivery of this Ratification, in connection with any of the foregoing matters, including, but not limited to, negotiations of the terms and/or the execution and delivery of the Agreement, any Confirmations or Transactions entered into under and as part of such Agreement, and the Security Documents be, and they are hereby ratified, confirmed and shall be binding upon Counterparty in all respects for all purposes;