General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement including the terms and provisions of this Article II, none of the Parties shall be deemed to have assumed, and none of the Transferred Assets have been or are being contributed subject to, (a) any liens or security interests securing consensual indebtedness covering any of the Transferred Assets, except for encumbrances permitted by this Contribution Agreement, and all such liens and security interests shall be deemed to be excluded from the assumptions of liabilities made under this Article II or (b) any of the liabilities covered by the indemnities set forth in this Contribution Agreement to the extent such liabilities are covered by such indemnities, and all such liabilities shall be deemed to be excluded from the assumptions of liabilities made under this Article II to the extent that such liabilities are covered by such indemnities.
Appears in 4 contracts
Samples: Contribution and Assumption Agreement (Atlas Energy Resources, LLC), Contribution, Conveyance and Assumption Agreement (Atlas Resources Public #16-2007 (B) L.P.), Contribution Agreement (Atlas America Series 27-2006 LP)
General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement including including, without limitation, the terms and provisions of this Article II, none of the Parties shall be deemed to have assumed, and none of the Transferred Assets have been or are being contributed subject to, (a) any liens or security interests securing consensual indebtedness covering any of the Transferred Assets, except for encumbrances permitted by this Contribution Agreementencumbrances, and all such liens and security interests shall be deemed to be excluded from the assumptions of liabilities made under this Article II or (b) any of the liabilities covered by the indemnities set forth in this Contribution Agreement to the extent such liabilities are covered by such indemnities, and all such liabilities shall be deemed to be excluded from the assumptions of liabilities made under this Article II to the extent that such liabilities are covered by such indemnities.
Appears in 3 contracts
Samples: Contribution and Assumption Agreement, Contribution and Assumption Agreement (Atlas Energy Resources, LLC), Contribution and Assumption Agreement (Atlas America Inc)
General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement including including, without limitation, the terms and provisions of this Article IIIII, none of the Parties shall be deemed to have assumed, and none of the Transferred Assets matters sold, transferred or contributed pursuant to Article II have been or are being sold, transferred or contributed subject to, (a) any liens or security interests securing consensual indebtedness covering any of the Transferred Assetssuch matters, except for encumbrances permitted by to the extent set forth on a schedule to this Contribution Agreement, and all such liens and security interests shall be deemed to be excluded from the assumptions of liabilities made under this Article II III or (b) any of the liabilities covered by the indemnities set forth in this Contribution the Omnibus Agreement to the extent such liabilities are covered by such indemnities, and all such liabilities shall be deemed to be excluded from the assumptions of liabilities made under this Article II III to the extent that such liabilities are covered by such indemnities.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Stonemor Partners Lp), Contribution, Conveyance and Assumption Agreement (Stonemor Partners Lp)
General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement including including, without limitation, the terms and provisions of this Article IIIII, none of the Parties shall be deemed to have assumed, and none of the Transferred Assets have been or are being contributed subject to, (a) any liens or security interests securing consensual indebtedness covering any of the Transferred Assets, except for encumbrances permitted by to the extent set forth on a schedule to this Contribution Agreement, and all such liens and security interests shall be deemed to be excluded from the assumptions of liabilities made under this Article II III or (b) any of the liabilities covered by the indemnities set forth in this Contribution the Omnibus Agreement to the extent such liabilities are covered by such indemnities, and all such liabilities shall be deemed to be excluded from the assumptions of liabilities made under this Article II III to the extent that such liabilities are covered by such indemnities.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Williams Partners L.P.), Contribution, Conveyance and Assumption Agreement (Holly Energy Partners Lp)
General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement including including, without limitation, the terms and provisions of this Article IIIV, none of the Parties shall be deemed to have assumed, and none of the Transferred Assets have been or are being contributed subject to, (a) any liens or security interests securing consensual indebtedness covering any of the Transferred Assets, except for encumbrances permitted by this Contribution Agreementliens and security interests securing borrowings under the Existing Credit Facility and the Bank Credit Facility, and all such liens and security interests (except such liens securing borrowing under the Bank Credit Facility) shall be deemed to be excluded from the assumptions of liabilities made under this Article II IV or (b) any of the liabilities covered by the indemnities set forth in this Contribution the Omnibus Agreement to the extent such liabilities are covered by such indemnities, and all such liabilities shall be deemed to be excluded from the assumptions of liabilities made under this Article II IV to the extent that such liabilities are covered by such indemnities.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (U.S. Shipping Partners L.P.)
General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement including including, without limitation, the terms and provisions of this Article IIIII, none of the Parties parties to this Agreement shall be deemed to have assumed, and none of the Transferred Assets have been or are being contributed subject to, (ai) any liens or security interests securing consensual indebtedness covering any of the Transferred Assets, except for encumbrances permitted by to the extent set forth on a schedule to this Contribution Agreement, and all such liens and security interests shall be deemed to be excluded from the assumptions of liabilities made under this Article II III or (bii) any of the liabilities covered by the indemnities set forth in this Contribution the Omnibus Agreement to the extent such liabilities are covered by such indemnities, and all such liabilities shall be deemed to be excluded from the assumptions of liabilities made under this Article II III to the extent that such liabilities are covered by such indemnities.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Sunoco Logistics Partners Lp)