Legacy Agreements. Prior to or at Closing, Seller shall cause that certain Environmental Indemnification Agreement, dated as of November 15, 2004, by and on behalf of the Company, Xxxxx Hardwood Flooring, LLC and Port Xxxxxx Veneer, LLC (formerly Engineering Wood Products, LLC), to be assigned to Seller or a Retained Subsidiary as designated by Seller, pursuant to which Seller shall assume and retain any and all liabilities and obligations arising under and relating to such agreement, and all subsequent amendments and modifications thereto. Seller hereby agrees to indemnify and hold harmless Buyer, the Company and the Company Subsidiaries from and against any and all liabilities, losses or damages in respect of such Indemnification Agreement.
Legacy Agreements. The Company (or its applicable subsidiary) and Operator are parties to certain existing easements, leases and other agreements as of the Effective Date, and Operator may in the future acquire from a third party easements, leases or other agreements between the Company (or its applicable subsidiary) and such third party following the Effective Date (all such agreements, collectively, the “Legacy Agreements”). The Parties agree (i) that the Legacy Agreements as of the Effective Date are as set forth on Exhibit E hereto and (ii) that either Party may update Exhibit E from time-to-time without the requirement of a formal amendment pursuant to Section 8.3 in order to reflect any additional Legacy Agreements acquired by Operator following the Effective Date. Notwithstanding anything to the contrary set forth in Section 2.3(b), in no event shall Operator be required to pay a Fee or any other fee under this Agreement for any Barrel of Produced Water that is transported by Operator onto or off of the North Ranch pursuant to a Legacy Agreement, except to the extent that any such Produced Water is received by Operator into any of its Facilities on the North Ranch that were constructed under this Agreement pursuant to a Lease.
Legacy Agreements. Company (or its applicable predecessor) and Operator are parties to certain existing easements, leases and other agreements burdening and/or covering the Lands as of the Effective Date, and, following the Effective Date, Operator may in the future acquire from a Third Party additional easements, leases or other agreements burdening and/or covering the Lands between Company (or its applicable Affiliate) and such Third Party, subject in each case to Sections 2.1(d) and 2.1(f) (all such agreements, collectively, the “Legacy Agreements”). The Parties agree (a) that the Legacy Agreements as of the Effective Date are as set forth on Exhibit E hereto and (b) that either Party may update Exhibit E from time-to-time without the requirement of a formal amendment pursuant to Section 8.3 in order to reflect any additional Legacy Agreements acquired by Operator following the Effective Date. Notwithstanding anything to the contrary set forth in this Agreement, no provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of the Legacy Agreements. In the event of any inconsistency between this Agreement and any Legacy Agreement, or with respect to any matter that is addressed in this Agreement and any Legacy Agreement, the terms, provisions and intent of the applicable Legacy Agreement shall govern and control. Notwithstanding anything to the contrary set forth in Section 2.4(b), in no event shall Operator be required to pay a Fee or any other fee under this Agreement for any Barrel of Produced Water that is transported by Operator onto or off of the Lands pursuant to a Legacy Agreement, except to the extent that any such Produced Water is received by Operator into the Initial Facilities or any other Facilities on the Lands that were constructed under this Agreement pursuant to an Easement or Lease.
Legacy Agreements. Operator may in the future acquire from a Third Party additional easements, leases or other agreements burdening and/or covering the Lands between Company (or its applicable Affiliate) and such Third Party, subject in each case to Section 2.1(c) and 2.1(e) (all such agreements, collectively, the “Legacy Agreements”). The Parties agree (a) that the Legacy Agreements as of the Effective Date are as set forth on Exhibit D hereto and (b) that either Party may update Exhibit D from time-to-time without the requirement of a formal amendment pursuant to Section 8.3 in order to reflect any additional Legacy Agreements acquired by Operator following the Effective Date. Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of the Legacy Agreements. In the event of any inconsistency between this Agreement and any Legacy Agreement, or with respect to any matter that is addressed in this Agreement and any Legacy Agreement, the terms, provisions and intent of the applicable Legacy Agreement shall govern and control. Notwithstanding anything to the contrary set forth in Section 2.4(b), in no event shall Operator be required to pay a Fee or any other fee under this Agreement for any Barrel of Fresh Water that is transported by Operator onto or off of the Lands pursuant to a Legacy Agreement acquired by Operator from a Third Party except for the fee(s) provided by such Legacy Agreement.
Legacy Agreements. For the avoidance of doubt, that certain Co-Marketing Agreement between Cingular Wireless and Loews Cineplex Theatres, Inc., dated as of December , 2004, and any other agreement in effect as of the date hereof pursuant to which services which fall within the definition of Advertising Services are provided to Loews Theatres and which are expected to result in the generation of revenue payable to AMC or its Affiliates on or after the date hereof (but excluding the agreement with a third party cinema advertising provider that contains the Run-Out Obligations, the Beverage Agreement and agreements between AMC, its Affiliates and any third-party theatres regarding the exhibition of content, advertisements or promotions in such third-party theatres) is a Legacy Agreement as defined in the AMC ESA. Such Legacy Agreements shall be assigned to NCM LLC pursuant to Section 4.06(b) of the AMC ESA.
Legacy Agreements. If Client directly or indirectly acquires control (in whatever manner) of another Person having an agreement (the “Legacy Agreement”) with Vendor for services similar to those provided to Client hereunder, Client shall have the following options:
