Applicable Contracts. No contracts relating to the ownership and/or operation of the Facility shall be assigned by Seller under this Agreement other than the Applicable Contracts. At and effective as of the Closing, Seller shall assign all rights and delegate performance of all its duties to Buyer under the Applicable Contracts described in Schedule 3 attached to this Agreement, and Buyer shall assume and agree to perform all duties of Seller under each such Applicable Contract. Such assumption by Buyer includes its assumption of any termination charges associated with a termination of any such Applicable Contract made after the Closing. Notwithstanding the foregoing, the Applicable Contracts and easements described in Schedule 3 attached to this Agreement as requiring notice or consent from third parties as a condition to any such transfer or assignment shall not be transferred or assigned unless the proper notice or consent shall have been satisfied. Seller and Buyer shall cooperate and shall undertake promptly after the Effective Date such action as may be required to satisfy any such notice or consent requirements as of the Closing Date. If any such notice or consent requirement is not satisfied as of the Closing Date with respect to any Applicable Contract or easement, then such Applicable Contract or easement shall be excluded from the sale of the Assets at the Closing; provided, however, that for a period of twelve (12) months after the Closing, Seller shall, at no liability and no out-of-pocket cost to Seller, use reasonable commercial efforts to cooperate with Buyer for the transfer or assignment to Buyer of any such Applicable Contract or easement. Any and all costs of maintaining any such Applicable Contract or easement shall be to Buyer’s account.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Buckeye Partners, L.P.)