Common use of Novation of Liabilities Clause in Contracts

Novation of Liabilities. (a) Each of Xxxxxx Oil and Xxxxxx USA, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Xxxxxx USA Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Xxxxxx USA Group so that, in any such case, the members of the Xxxxxx USA Group will be solely responsible for the Xxxxxx USA Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Xxxxxx Oil nor Xxxxxx USA shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical) to any third Person from whom any such consent, substitution, approval, amendment or release is requested. (b) If Xxxxxx Oil or Xxxxxx USA is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Xxxxxx Oil Group continues to be bound by such agreement, lease, license or other Liability (each, an “Unreleased Xxxxxx USA Liability”), Xxxxxx USA shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Xxxxxx Oil Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the Liabilities of such member of the Xxxxxx Oil Group that constitute Unreleased Xxxxxx USA Liabilities and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Xxxxxx Oil Group. If and when such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Xxxxxx USA Liabilities shall otherwise become assignable or able to be novated, Xxxxxx Oil shall promptly assign, or cause to be assigned, and Xxxxxx USA or the applicable member of the Xxxxxx USA Group shall assume, such Unreleased Xxxxxx USA Liabilities without exchange of further consideration. (c) Each of Xxxxxx Oil and Xxxxxx USA, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Xxxxxx Oil Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Xxxxxx Oil Group, so that, in any such case, the members of the Xxxxxx Oil Group will be solely responsible for the Xxxxxx Oil Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Xxxxxx Oil nor Xxxxxx USA shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical) to any third Person from whom any such consent, substitution, approval, amendment or release is requested. Notwithstanding the foregoing, neither Xxxxxx Oil nor Xxxxxx USA shall be required to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate or assign any obligations or other Liabilities under or in respect of that certain Sale and Purchase of the Milford Haven Refinery Business, dated as of October 3, 2007, as amended from time to time, among Total UK Limited, Total Milford Haven Refinery Limited, Murco Petroleum Limited and MOUSA (the “Total Agreement”); provided that, for the avoidance of doubt, all such obligations shall be Xxxxxx Oil Liabilities under this Agreement. (d) If Xxxxxx Oil or Xxxxxx USA is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Xxxxxx Oil Group continues to be bound by such agreement, lease, license or other Liability (each, an “Unreleased Xxxxxx Oil Liability”), Xxxxxx Oil shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Xxxxxx Oil Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the obligations or other Liabilities of such member of the Xxxxxx Oil Group that constitute Unreleased Xxxxxx Oil Liabilities and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Xxxxxx USA Group. If and when such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Xxxxxx USA Liabilities shall otherwise become assignable or able to be novated, Xxxxxx USA shall promptly assign, or cause to be assigned, and Xxxxxx Oil or the applicable member of the Xxxxxx Oil Group shall assume, such Unreleased Xxxxxx Oil Liabilities without exchange of further consideration.

Novation of Liabilities. (a) Each of Xxxxxx Mxxxxx Oil and Xxxxxx Mxxxxx USA, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Xxxxxx Mxxxxx USA Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Xxxxxx Mxxxxx USA Group so that, in any such case, the members of the Xxxxxx Mxxxxx USA Group will be solely responsible for the Xxxxxx Mxxxxx USA Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Xxxxxx Mxxxxx Oil nor Xxxxxx Mxxxxx USA shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical) to any third Person from whom any such consent, substitution, approval, amendment or release is requested. (b) If Xxxxxx Mxxxxx Oil or Xxxxxx Mxxxxx USA is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Xxxxxx Mxxxxx Oil Group continues to be bound by such agreement, lease, license or other Liability (each, an “Unreleased Xxxxxx Mxxxxx USA Liability”), Xxxxxx Mxxxxx USA shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Xxxxxx Mxxxxx Oil Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the Liabilities of such member of the Xxxxxx Mxxxxx Oil Group that constitute Unreleased Xxxxxx Mxxxxx USA Liabilities and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Xxxxxx Mxxxxx Oil Group. If and when such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Xxxxxx Mxxxxx USA Liabilities shall otherwise become assignable or able to be novated, Xxxxxx Mxxxxx Oil shall promptly assign, or cause to be assigned, and Xxxxxx Mxxxxx USA or the applicable member of the Xxxxxx Mxxxxx USA Group shall assume, such Unreleased Xxxxxx Mxxxxx USA Liabilities without exchange of further consideration. (c) Each of Xxxxxx Mxxxxx Oil and Xxxxxx Mxxxxx USA, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Xxxxxx Mxxxxx Oil Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Xxxxxx Mxxxxx Oil Group, so that, in any such case, the members of the Xxxxxx Mxxxxx Oil Group will be solely responsible for the Xxxxxx Mxxxxx Oil Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Xxxxxx Mxxxxx Oil nor Xxxxxx Mxxxxx USA shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical) to any third Person from whom any such consent, substitution, approval, amendment or release is requested. Notwithstanding the foregoing, neither Xxxxxx Mxxxxx Oil nor Xxxxxx Mxxxxx USA shall be required to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate or assign any obligations or other Liabilities under or in respect of that certain Sale and Purchase of the Milford Haven Refinery Business, dated as of October 3, 2007, as amended from time to time, among Total UK Limited, Total Milford Haven Refinery Limited, Murco Petroleum Limited and MOUSA (the “Total Agreement”); provided that, for the avoidance of doubt, all such obligations shall be Xxxxxx Mxxxxx Oil Liabilities under this Agreement. (d) If Xxxxxx Mxxxxx Oil or Xxxxxx Mxxxxx USA is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Xxxxxx Mxxxxx Oil Group continues to be bound by such agreement, lease, license or other Liability (each, an “Unreleased Xxxxxx Mxxxxx Oil Liability”), Xxxxxx Mxxxxx Oil shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Xxxxxx Mxxxxx Oil Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the obligations or other Liabilities of such member of the Xxxxxx Mxxxxx Oil Group that constitute Unreleased Xxxxxx Mxxxxx Oil Liabilities and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Xxxxxx Mxxxxx USA Group. If and when such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Xxxxxx Mxxxxx USA Liabilities shall otherwise become assignable or able to be novated, Xxxxxx Mxxxxx USA shall promptly assign, or cause to be assigned, and Xxxxxx Mxxxxx Oil or the applicable member of the Xxxxxx Mxxxxx Oil Group shall assume, such Unreleased Xxxxxx Mxxxxx Oil Liabilities without exchange of further consideration.