Common use of Marketing Agreements Clause in Contracts

Marketing Agreements. (i) Buyer and Seller shall have entered into (A) separate agreements with Energy Transfer Fuel, LP for the intrastate and interstate transportation of Hydrocarbons produced from the Assets that are currently subject to the agreements described in items 5 and 6 of Schedule 4.7(a)-2, which shall include rights and obligations of Buyer under such separate agreements to the extent related to 25% of the Hydrocarbons currently subject to such Joint Marketing Contract, (B) a separate agreement with Enterprise Products Operating LLC for the sale and purchase of Hydrocarbons produced from the Assets that are currently subject to the agreement described in item 21 of Schedule 4.7(a)-2, which shall include rights and obligations of Buyer under such separate agreement to the extent related to 25% of the Hydrocarbons currently subject to such Joint Marketing Contract, and (C) a separate agreement with DFW Midstream Services LLC for the transportation of Hydrocarbons produced from the Assets that are currently subject to the agreements described in item 2 of Schedule 4.7(a)-2, or made other similar arrangements for the transportation or sale of such Hydrocarbons, which arrangements are mutually agreeable to both Buyer and Seller; or (ii) if, and only if, the condition in clause (i) has not been satisfied prior to Closing, Seller shall have received the prior written consent of the applicable counterparties to the agreements described in the Joint Marketing Contracts to partially assign to Buyer the rights and obligations under each Joint Marketing Contract to the extent related to 25% of the Hydrocarbons currently subject to such Joint Marketing Contract; or (iii) if, and only if, neither of the conditions in clause (i) or clause (ii) has been satisfied prior to Closing, Seller and Buyer shall have entered into a mutually acceptable agreement for Seller to transport or sell, as applicable, on behalf of Buyer the Hydrocarbons produced from the Assets that are currently subject to the Joint Marketing Contracts on the same terms and conditions, including price, set forth in such Joint Marketing Contracts at no additional cost to Buyer.

Marketing Agreements. (i) Buyer and Seller shall have entered into (A) separate agreements with Energy Transfer Fuel, LP for the intrastate and interstate transportation of Hydrocarbons produced from the Assets that are currently subject to the agreements described in items 5 and 6 of Schedule 4.7(a)-2, which shall include rights and obligations of Buyer under such separate agreements to the extent related to 25% of the Hydrocarbons currently subject to such Joint Marketing Contract, (B) a separate agreement with Enterprise Products Operating LLC for the sale and purchase of Hydrocarbons produced from the Assets that are currently subject to the agreement described in item 21 of Schedule 4.7(a)-2, which shall include rights and obligations of Buyer under such separate agreement to the extent related to 25% of the Hydrocarbons currently subject to such Joint Marketing Contract, and (C) a separate agreement with DFW Midstream Services LLC for the transportation of Hydrocarbons produced from the Assets that are currently subject to the agreements described in item 2 of Schedule 4.7(a)-2, or made other similar arrangements for the transportation or sale of such Hydrocarbons, which arrangements are mutually agreeable to both Buyer and Seller; or (ii) if, and only if, the condition in clause (i) has not been satisfied prior to Closing, Seller shall have received the prior written consent of the applicable counterparties to the agreements described in items 2, 5, 6, and 21 of Schedule 4.7(a)-2 (but excluding any items identified as “Excluded Assets”) (the “Joint Marketing Contracts Contracts”) to partially assign to Buyer the rights and obligations under each Joint Marketing Contract to the extent related to 25% of the Hydrocarbons currently subject to such Joint Marketing Contract; or (iii) if, and only if, neither of the conditions in clause (i) or clause (ii) has been satisfied prior to Closing, Seller and Buyer shall have entered into a mutually acceptable agreement for Seller to transport or sell, as applicable, on behalf of Buyer the Hydrocarbons produced from the Assets that are currently subject to the Joint Marketing Contracts on the same terms and conditions, including price, set forth in such Joint Marketing Contracts at no additional cost to Buyer.