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Exhibit 10.2
Execution Copy
CONTRIBUTION, CONVEYANCE AND
ASSUMPTION
AGREEMENT
This
Contribution, Conveyance and Assumption Agreement, dated as of
March
15, 2006 is entered into by and among LEGACY RESERVES LP, a
Delaware limited
partnership (the "Partnership"), LEGACY RESERVES OPERATING LP, a
Delaware
limited partnership (the "OLP"), LEGACY RESERVES GP, LLC, a
Delaware limited
liability company (the "GP"), LEGACY RESERVES OPERATING GP LLC, a
Delaware
limited liability company (the "OLP GP"), MORIAH PROPERTIES, LTD.,
a Texas
limited partnership ("Moriah Properties"), DAB RESOURCES, LTD., a
Texas limited
partnership ("DAB Resources"), BROTHERS PRODUCTION PROPERTIES,
LTD., a Texas
limited partnership ("Brothers"), BROTHERS PRODUCTION COMPANY,
INC., a Texas
corporation ("Brothers Production"), BROTHERS OPERATING COMPANY,
INC., a Texas
corporation ("Brothers Operating"), J&W MCGRAW PROPERTIES,
LTD., a Texas limited
partnership ("J&W Properties"), H2K HOLDINGS, LTD., a Texas
limited partnership
("H2K Holdings"), MBN PROPERTIES LP, a Delaware limited partnership
("MBN
Properties"), CHARITIES SUPPORT FOUNDATION, INC., a Texas nonprofit
corporation
("CSFI"), MORIAH FOUNDATION, a Texas nonprofit corporation
("Moriah
Foundation"), and CARY BROWN FAMILY FOUNDATION, a Texas nonprofit
corporation
("CB Foundation"). The foregoing shall be referred to individually
as a "Party"
and collectively as the "Parties".
RECITALS:
WHEREAS, Moriah Properties, DAB Resources, Brothers, Brothers
Production, Brothers Operating, J&W Properties, H2K Holdings
and MBN
Properties have formed the GP pursuant to the Delaware Limited
Liability
Company Act (the "Delaware LLC Act");
WHEREAS, the GP and Moriah Properties have formed the
Partnership
pursuant to the Delaware Revised Uniform Limited Partnership Act
(the
"Delaware Limited Partnership Act"), for the purpose of acquiring,
owning
and
operating certain oil and natural gas properties located in the
Permian
Basin of West Texas and Southeast New Mexico;
WHEREAS, the Partnership has formed the OLP GP pursuant to the
Delaware LLC Act;
WHEREAS, the Partnership and the OLP GP have formed the OLP
pursuant
to
the Delaware Limited Partnership Act.
NOW, THEREFORE, in consideration of their mutual undertakings
and
agreements hereunder, the Parties undertake and agree as
follows:
ARTICLE I
DEFINITIONS AND SCHEDULES
1.1 Definitions. The following capitalized terms have the meanings
given below:
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(a) "Acts" shall mean collectively the Delaware Limited
Partnership
Act,
the Delaware LLC Act, and the Delaware Corporation Act.
(b) "Affiliate" has the meaning assigned to such term in the
Partnership Agreement.
(c) "Agreement" means this Contribution, Conveyance and
Assumption
Agreement.
(d) "Assets" has the meaning assigned to such term in Section
4.1.
(e) "Beneficial Owner" has the meaning assigned to such term in
Section 7.2.
(f) "Brothers" has the meaning assigned to such term in the
first
paragraph of this Agreement.
(g) "Brothers Assets" shall mean the assets described on Schedule
2.3.
(h) "Brothers Liabilities" means all obligations and
liabilities
associated with the Brothers Assets.
(i) "Brothers Operating" has the meaning assigned to such term in
the
first paragraph of this Agreement.
(j) "Brothers Operating Assets" shall mean the assets described
on
Schedule 2.5.
(k) "Brothers Operating Liabilities" means all obligations and
liabilities associated with the Brothers Operating Assets.
(l) "Brothers Production" has the meaning assigned to such term in
the
first paragraph of this Agreement.
(m) "Brothers Production Assets" shall mean the assets described
on
Schedule 2.4.
(n) "Brothers Production Liabilities" means all obligations and
liabilities associated with the Brothers Production Assets.
(o) "CB Foundation" has the meaning assigned to such term in the
first
paragraph of this Agreement.
(p) "CB Foundation Assets" shall mean the assets described on
Schedule
2.11.
(q) "CB Foundation Liabilities" means all obligations and
liabilities
associated with the CB Foundation Assets.
(r) "Contributing Party" has the meaning assigned to such term
in
Section 6.12.
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(s) "Credit Facility" means the Credit Agreement dated the
Effective
Date
among Legacy Reserves LP, as borrower, the various lenders that
are
parties thereto and BNP Paribas, as administrative agent for the
lenders,
providing for a $300,000,000 revolving credit facility.
(t) "CSFI" has the meaning assigned to such term in the first
paragraph of this Agreement.
(u) "CSFI Assets" shall mean the assets described on Schedule
2.9.
(v) "CSFI Liabilities" means all obligations and liabilities
associated with the CSFI Assets.
(w) "DAB Resources" has the meaning assigned to such term in the
first
paragraph of this Agreement.
(x) "DAB Resources Assets" shall mean the assets described on
Schedule
2.2.
(y) "DAB Resources Liabilities" means all obligations and
liabilities
associated with the DAB Resources Assets.
(z) "Delaware Corporation Act" means the Delaware General
Corporation
Law.
(aa) "Delaware LLC Act" has the meaning assigned to such term in
the
Recitals of this Agreement.
(bb) "Delaware Limited Partnership Act" has the meaning assigned
to
such term in the Recitals to
this Agreement.
(cc) "Effective Date" means March 15, 2006.
(dd) "Effective Time" means 12:01 a.m. Eastern Standard Time on
the
Effective Date.
(ee) "Extended Closing Time" has the meaning assigned to such term
in
the
Purchase/Placement Agreement.
(ff) "Founders Assets" means collectively, the Moriah
Properties
Assets, the DAB Resources Assets, the Brothers Assets, the
Brothers
Production Assets, the Brothers Operating Assets, the J&W
Properties
Assets, the H2K Holdings Assets and the MBN Properties Assets.
(gg) "H2K Holdings" has the meaning assigned to such term in the
first
paragraph of this Agreement.
(hh) "H2K Holdings Assets" shall mean the assets described on
Schedule
2.7.
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(ii) "H2K Holdings Liabilities" means all obligations and
liabilities
associated with the H2K Holdings Assets.
(jj) "Individual Assignments" has the meaning assigned to such term
in
Section 2.15.
(kk) "Initial Purchaser/Placement Agent" means Friedman,
Billings,
Ramsey & Co., Inc.
(ll) "GP" has the meaning assigned to such term in the first
paragraph
of
this Agreement.
(mm) "J&W Properties" has the meaning assigned to such term in
the
first paragraph of this Agreement.
(nn) "J&W Properties Assets" shall mean the assets described
on
Schedule 2.6.
(oo) "J&W Properties Liabilities" means all obligations and
liabilities associated with the J&W Properties Assets.
(pp) "Laws" means any and all laws, statutes, ordinances, rules
or
regulations promulgated by a governmental authority, orders of
a
governmental authority, judicial decisions, decisions of
arbitrators or
determinations of any governmental authority or court.
(qq) "MBN Properties" has the meaning assigned to such term in
the
first paragraph of this Agreement.
(rr) "MBN Properties Assets" shall mean the assets described on
Schedule 2.8.
(ss) "MBN Properties Liabilities" means all obligations and
liabilities associated with the MBN Properties Assets.
(tt) "Moriah Foundation" has the meaning assigned to such term in
the
first paragraph of this Agreement.
(uu) "Moriah Foundation Assets" shall mean the assets described
on
Schedule 2.10.
(vv) "Moriah Foundation Liabilities" means all obligations and
liabilities associated with the Moriah Foundation Assets.
(ww) "Moriah Properties" has the meaning assigned to such term in
the
first paragraph of this Agreement.
(xx) "Moriah Properties Assets" shall mean the assets described
on
Schedule 2.1.
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(yy) "Moriah Properties Liabilities" means all obligations and
liabilities associated with the Moriah Properties Assets.
(zz) "Offering" means the offering of Units to be made pursuant to
the
Offering Memorandum.
(aaa) "Offering Memorandum" means the private offering
memorandum
dated March 6, 2006 relating to the private offering of Units of
the
Partnership.
(bbb)
"OLP" has the meaning assigned to such term in the first
paragraph of this Agreement.
(ccc) "Omnibus Agreement" means the Omnibus Agreement dated of
even
date
herewith, by and among the Partnership, the GP and the other
parties
thereto.
(ddd) "Option Closing Time" has the meaning assigned to such term
in
the
Purchase/Placement Agreement.
(eee) "Option Units" has the meaning assigned to such term in
the
Purchase/Placement Agreement.
(fff)
"Partnership Agreement" means the Agreement of Limited
Partnership of the Partnership, as it may be amended and restated
from time
to
time.
(ggg) "Party and Parties" have the meanings assigned to such terms
in
the
first paragraph of this Agreement.
(hhh) "Purchase/Placement Agreement" means the
Purchase/Placement
Agreement dated March 6, 2006, by and among the Initial
Purchaser/Placement
Agent, the Partnership, and the other parties thereto.
(iii) "Receiving Party" has the meaning assigned to such term
in
Section 6.12.
(jjj) "Redeeming Entities" means collectively, Moriah Properties,
DAB
Resources, Brothers, Brothers Production, Brothers Operating,
J&W
Properties and H2K Holdings.
(kkk) "Redemption Percentage" means the percentage for each of
the
Redeeming Entities as follows:
<TABLE>
<S>
<C>
Moriah Properties ................................ 33.42%
DAB Resources .................................... 7.84%
Brothers ......................................... 46.48%
Brothers Production .............................. 2.47%
Brothers Operating ............................... 0.49%
</TABLE>
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<TABLE>
<S>
<C>
J&W Properties ..........................................
8.55%
H2K Holdings ............................................
0.75%
</TABLE>
(lll) "Restriction" has the meaning assigned to such term in
Section
7.2.
(mmm) "Restriction Asset" has the meaning assigned to such term
in
Section 7.2.
(nnn) "Selling Parties" means CSFI, Moriah Foundation and CB
Foundation.
(ooo) "Units" has the meaning assigned to such term in the
Partnership
Agreement.
1.2 Schedules. The following schedules are attached hereto:
Schedule 2.1 - Description of Moriah Properties Assets;
Schedule 2.2 - Description of DAB Resources Assets;
Schedule 2.3 - Description of Brothers Assets;
Schedule 2.4 - Description of Brothers Production Assets;
Schedule 2.5 - Description of Brothers Operating Assets;
Schedule 2.6 - Description of J&W Properties Assets;
Schedule 2.7 - Description of H2K Holdings Assets;
Schedule 2.8 - Description of MBN Properties Assets;
Schedule 2.9 - Description of CSFI Assets;
Schedule 2.10 - Description of Moriah Foundation Assets; and
Schedule 2.11 - Description of CB Foundation Assets
ARTICLE II
CLOSING TRANSACTIONS
2.1 Contribution of Moriah Assets to Partnership and GP. Moriah
Properties
hereby grants, contributes, transfers, assigns and conveys to the
Partnership,
its successors and assigns, a 99.9% undivided interest and to the
GP, its
successors and assigns, a .1% undivided interest in the Moriah
Properties
Assets, for its and their own use forever.
TO
HAVE AND TO HOLD the Moriah Properties Assets unto the Partnership
and
the GP, their respective successors and assigns, in such undivided
interests,
together with all and
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singular the rights and appurtenances thereto in anywise belonging,
subject,
however, to the terms and conditions stated in this Agreement
forever.
Moriah Properties
acknowledges receipt of 7,334,070 Units from the
Partnership and the continuation of its membership interest in the
GP as
consideration for the contributions of undivided interests in the
Moriah
Properties Assets.
2.2 Contribution of DAB Resources Assets to Partnership and GP. DAB
Resources
hereby grants, contributes, transfers, assigns and conveys to the
Partnership,
its successors and assigns, a 99.9% undivided interest and to the
GP, its
successors and assigns, a .1% undivided interest in the DAB
Resources Assets,
for its and their own use forever.
TO
HAVE AND TO HOLD the DAB Resources Assets unto the Partnership and
the
GP, their respective successors and assigns, in such undivided
interests,
together with all and singular the rights and appurtenances thereto
in anywise
belonging, subject, however, to the terms and conditions stated in
this
Agreement forever.
DAB
Resources acknowledges receipt of 859,703 Units from the
Partnership
and the continuation of its membership interest in the GP as
consideration for
the contributions of undivided interests in the DAB Resources
Assets.
2.3 Contribution of Brothers Assets to Partnership and GP. Brothers
hereby
grants, contributes, transfers, assigns and conveys to the
Partnership, its
successors and assigns, a 99.9% undivided interest and to the GP,
its successors
and assigns, a .1% undivided interest in the Brothers Assets, for
its and their
own use forever.
TO
HAVE AND TO HOLD the Brothers Assets unto the Partnership and the
GP,
their respective successors and assigns, in such undivided
interests, together
with all and singular the rights and appurtenances thereto in
anywise belonging,
subject, however, to the terms and conditions stated in this
Agreement forever.
Brothers acknowledges receipt of 4,968,945 Units from the
Partnership and
the continuation of its membership interest in the GP as
consideration for the
contributions of undivided interests in the Brothers Assets.
2.4 Contribution of Brothers Production Assets to Partnership and
GP. Brothers
Production hereby grants, contributes, transfers, assigns and
conveys to the
Partnership, its successors and assigns, a 99.9% undivided interest
and to the
GP, its successors and assigns, a .1% undivided interest in the
Brothers
Production Assets, for its and their own use forever.
TO
HAVE AND TO HOLD the Brothers Production Assets unto the
Partnership and
the GP, their respective successors and assigns, in such undivided
interests,
together with all and singular the rights and appurtenances thereto
in anywise
belonging, subject, however, to the terms and conditions stated in
this
Agreement forever.
Brothers Production acknowledges receipt of 264,305 Units from
the
Partnership and the continuation of its membership interest in the
GP as
consideration for the contributions of undivided interests in the
Brothers
Production Assets.
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2.5 Contribution of Brothers Operating Assets to Partnership and
GP. Brothers
Operating hereby grants, contributes, transfers, assigns and
conveys to the
Partnership, its successors and assigns, a 99.9% undivided interest
and to the
GP, its successors and assigns, a .1% undivided interest in the
Brothers
Operating Assets, for its and their own use forever.
TO
HAVE AND TO HOLD the Brothers Operating Assets unto the Partnership
and
the GP, their respective successors and assigns, in such undivided
interests,
together with all and singular the rights and appurtenances thereto
in anywise
belonging, subject, however, to the terms and conditions stated in
this
Agreement forever.
Brothers Operating acknowledges receipt of 52,861 Units from
the
Partnership and the continuation of its membership interest in the
GP as
consideration for the contributions of undivided interests in the
Brothers
Operating Assets.
2.6 Contribution of J&W Properties Assets to Partnership and
GP. J&W Properties
hereby grants, contributes, transfers, assigns and conveys to the
Partnership,
its successors and assigns, a 99.9% undivided interest and to the
GP, its
successors and assigns, a .1% undivided interest in the J&W
Properties Assets,
for its and their own use forever.
TO
HAVE AND TO HOLD the J&W Properties Assets unto the Partnership
and the
GP, their respective successors and assigns in such undivided
interests,
together with all and singular the rights and appurtenances thereto
in anywise
belonging, subject, however, to the terms and conditions stated in
this
Agreement forever.
J&W Properties acknowledges receipt of 914,246 Units from the
Partnership
and the continuation of its membership interest in the GP as
consideration for
the contributions of undivided interests in the J&W Properties
Assets.
2.7 Contribution of H2K Holdings Assets to Partnership and GP. H2K
Holdings
hereby grants, contributes, transfers, assigns and conveys to the
Partnership,
its successors and assigns, a 99.9% undivided interest and to the
GP, its
successors and assigns, a .1% undivided interest in the H2K
Holdings Assets, for
its and their own use forever.
TO
HAVE AND TO HOLD the H2K Holdings Assets unto the Partnership and
the
GP, their respective successors and assigns, in such undivided
interests,
together with all and singular the rights and appurtenances thereto
in anywise
belonging, subject, however, to the terms and conditions stated in
this
Agreement forever.
H2K
Holdings acknowledges receipt of 83,499 Units from the Partnership
and
the continuation of its membership interest in the GP as
consideration for the
contributions of undivided interests in the H2K Holdings
Assets.
2.8 Contribution of MBN Properties Assets to Partnership and GP.
MBN Properties
hereby grants, contributes, transfers, assigns and conveys to the
Partnership,
its successors and assigns, a 99.9% undivided interest and to the
GP, its
successors and assigns, a .1% undivided interest in the MBN
Properties Assets,
for its and their own use forever.
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TO
HAVE AND TO HOLD the MBN Properties Assets unto the Partnership and
the
GP, their respective successors and assigns, in such undivided
interests,
together with all and singular the rights and appurtenances thereto
in anywise
belonging, subject, however, to the terms and conditions stated in
this
Agreement forever.
MBN
Properties acknowledges receipt of 3,162,438 Units from the
Partnership
and the continuation of its membership interest in the GP as
consideration for
the contributions of undivided interests in the MBN Properties
Assets, and
acknowledges the payment by the Partnership of $65,300,000.00, said
cash payment
to be treated for all purposes as though the Partnership assumed
all of the
outstanding indebtedness of MBN Properties with respect to the MBN
Properties
Assets immediately followed by the discharge by the Partnership of
such
indebtedness with any cash received by MBN Properties for such
purpose to be
held as agent for the lenders, who shall immediately be paid such
cash in
repayment of the debt assumed.
2.9 Conveyance and Sale of CSFI Assets to the OLP. CSFI hereby
grants,
contributes, transfers, assigns and conveys to the OLP, its
successors and
assigns, for its and their own use forever, all right, title and
interest in and
to the CSFI Assets.
TO
HAVE AND TO HOLD the CSFI Assets unto the OLP, its successors
and
assigns, together with all and singular the rights and
appurtenances thereto in
anywise belonging, subject, however, to the terms and conditions
stated in this
Agreement, and in the Individual Assignments forever.
CSFI
acknowledges receipt of $209,106.00 from the OLP as consideration
for
the sale of the CSFI Assets.
2.10 Conveyance and Sale of Moriah Foundation Assets to the OLP.
Moriah
Foundation hereby grants, contributes, transfers, assigns and
conveys to the
OLP, its successors and assigns, for its and their own use forever,
all right,
title and interest in and to the Moriah Foundation Assets.
TO
HAVE AND TO HOLD the Moriah Foundation Assets unto the OLP, its
successors and assigns, together with all and singular the rights
and
appurtenances thereto in anywise belonging, subject, however, to
the terms and
conditions stated in this Agreement, and in the Individual
Assignments forever.
Moriah Foundation acknowledges receipt of $3,736,874.00 from the
OLP as
consideration for the sale of the Moriah Foundation Assets.
2.11 Conveyance and Sale of the CB Foundation Assets to the OLP. CB
Foundation
hereby grants, contributes, transfers, assigns and conveys to the
OLP, its
successors and assigns, for its and their own use forever, all
right, title and
interest in and to the CB Foundation Assets.
TO
HAVE AND TO HOLD the CB Foundation Assets unto the OLP, its
successors
and assigns, together with all and singular the rights and
appurtenances thereto
in anywise belonging, subject, however, to the terms and conditions
stated in
this Agreement, and in the Individual Assignments forever.
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CB
Foundation acknowledges receipt of $3,736,874.00 from the OLP
as
consideration for the sale of the CB Foundation Assets.
2.12 GP Contribution to Partnership of Interest in Founders Assets.
The GP
hereby grants, contributes, transfers, assigns and conveys to the
Partnership,
its successors and assigns, for its and their own use forever, a
.1% undivided
interest in the Founders Assets.
TO
HAVE AND TO HOLD said undivided interest in the Founders Assets
unto the
Partnership, its successors and assigns, together with all and
singular the
rights and appurtenances thereto in anywise belonging, subject,
however, to the
terms and conditions stated in this Agreement forever.
The
GP acknowledges receipt of a .1% general partner interest in
the
Partnership as consideration for the contribution of said undivided
interest in
the Founders Assets.
2.13 Partnership Contribution of Founders Assets to OLP and OLP GP.
The
Partnership hereby grants, contributes, transfers, assigns and
conveys to the
OLP, its successors and assigns, a 99.99% undivided interest and to
the OLP GP,
its successors and assigns, a .01% undivided interest in the
Founders Assets,
for its and their own use forever.
TO
HAVE AND TO HOLD said undivided interest in the Founders Assets
unto the
OLP and the OLP GP, their respective successors and assigns, in
such undivided
interests, together with all and singular the rights and
appurtenances thereto
in anywise belonging, subject, however, to the terms and conditions
stated in
this Agreement forever.
The
Partnership acknowledges the continuation of its 99.99% limited
partner
interest in the OLP and the continuation of its 100% membership
interest in the
OLP GP as consideration for the contribution of the respective
undivided
interests in the Founders Assets.
2.14 OLP GP Contribution of Undivided Interest in Founders Assets
to OLP. The
OLP GP hereby contributes and conveys to the OLP, its successors
and assigns, a
.01% undivided interest in the Founders Assets, for its and their
own use
forever.
TO
HAVE AND TO HOLD said undivided interest in the Founders Assets
unto the
OLP, its successors and assigns, for its and their own use forever,
together
with all and singular the rights and appurtenances thereto in
anywise belonging,
subject, however, to the terms and conditions stated in this
Agreement forever.
The
OLP GP acknowledges the continuation of its .01% general
partner
interest in the OLP as consideration for the contribution of such
undivided
interest in the Founders Assets.
2.15 Individual Assignments. To further evidence the contributions
of the Assets
reflected in this Agreement, each Party making such contribution
may have
executed and delivered to the Party receiving such contribution
certain
conveyance, assignment and bill of sale instruments (the
"Individual
Assignments"). The Individual Assignments shall evidence and
perfect such
contributions and conveyances made by this Agreement and shall not
constitute a
second conveyance of any assets or interests therein and are not
intended to
modify, and shall not modify, any of the terms, covenants and
conditions set
forth in this Agreement.
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2.16 Borrowing Under Credit Facility. The Partnership shall
borrow
$65,800,000.00 under the Credit Facility and contribute such
borrowing to the
OLP and the OLP will use such amount together with net proceeds of
the Offering
to, among other things, pay the Selling Parties and MBN Properties
the cash
amounts set forth for such Parties above.
2.17 Redemption of Units. Subject to contribution of the Founders
Assets, the
receipt by the Contributing Parties of the Units set forth above
and the
issuance of Units pursuant to the Offering, the Partnership shall
redeem from
the Redeeming Entities 4,400,000 Units (4,650,00 Units if the all
the Option
Units are issued), in the aggregate, at a price of $15.895 per Unit
for total
consideration of $69,938,000.00 ($73,911,750.00 if all of the
Option Units are
issued). The Partnership shall redeem from the Redeeming Entities,
pro rata, in
accordance with their Redemption Percentage, (a) on the Effective
Date and on
the Extended Closing Time (if applicable), a total of 4,400,000
Units and (b) at
the Option Closing Time, if any, a number of Units equal to the
Option Units
delivered by the Partnership to the purchasers thereof.
ARTICLE III
ASSUMPTION OF CERTAIN LIABILITIES
3.1 Assumption of Moriah Properties Liabilities by the OLP. In
connection with
the contribution of the Moriah Properties Assets to the OLP, as set
forth above,
the OLP hereby assumes and agrees to duly and timely pay, perform
and discharge
all of the Moriah Properties Liabilities, to the full extent that
Moriah
Properties has been heretofore or would have been in the future
obligated to
pay, perform and discharge the Moriah Properties Liabilities were
it not for
such contribution and the execution and delivery of this Agreement;
provided,
however, that said assumption and agreement to duly and timely pay,
perform and
discharge the Moriah Properties Liabilities shall not (a) increase
the
obligation of the OLP with respect to the Moriah Properties
Liabilities beyond
that of Moriah Properties, (b) waive any valid defense that was
available to
Moriah Properties with respect to the Moriah Properties Liabilities
or (c)
enlarge any rights or remedies of any third party under any of the
Moriah
Properties Liabilities.
3.2 Assumption of DAB Resources Liabilities by the OLP. In
connection with the
contribution of the DAB Resources Assets to the OLP, as set forth
above, the OLP
hereby assumes and agrees to duly and timely pay, perform and
discharge all of
the DAB Resources Liabilities, to the full extent that DAB
Resources has been
heretofore or would have been in the future obligated to pay,
perform and
discharge the DAB Resources Liabilities were it not for such
contribution and
the execution and delivery of this Agreement; provided, however,
that said
assumption and agreement to duly and timely pay, perform and
discharge the DAB
Resources Liabilities shall not (a) increase the obligation of the
OLP with
respect to the DAB Resources Liabilities beyond that of DAB
Resources, (b) waive
any valid defense that was available to DAB Resources with respect
to the DAB
Resources Liabilities or (c) enlarge any rights or remedies of any
third party
under any of the DAB Resources Liabilities.
3.3 Assumption of Brothers Liabilities by the OLP. In connection
with the
contribution of the Brothers Assets to the OLP, as set forth above,
the OLP
hereby assumes and agrees to duly and timely pay, perform and
discharge all of
the Brothers Liabilities, to the full extent that Brothers has been
heretofore
or would have been in the future obligated to pay, perform and
discharge the
Brothers Liabilities were it not for such contribution and the
execution and
delivery
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of this Agreement; provided, however, that said assumption and
agreement to duly
and timely pay, perform and discharge the Brothers Liabilities
shall not (a)
increase the obligation of the OLP with respect to the Brothers
Liabilities
beyond that of Brothers, (b) waive any valid defense that was
available to
Brothers with respect to the Brothers Liabilities or (c) enlarge
any rights or
remedies of any third party under any of the Brothers
Liabilities.
3.4 Assumption of Brothers Production Liabilities by the OLP. In
connection with
the contribution of the Brothers Production Assets to the OLP, as
set forth
above, the OLP hereby assumes and agrees to duly and timely pay,
perform and
discharge all of the Brothers Production Liabilities, to the full
extent that
Brothers Production has been heretofore or would have been in the
future
obligated to pay, perform and discharge the Brothers Production
Liabilities were
it not for such contribution and the execution and delivery of this
Agreement;
provided, however, that said assumption and agreement to duly and
timely pay,
perform and discharge the Brothers Production Liabilities shall not
(a) increase
the obligation of the OLP with respect to the Brothers Production
Liabilities
beyond that of Brothers Production, (b) waive any valid defense
that was
available to Brothers Production with respect to the Brothers
Production
Liabilities or (c) enlarge any rights or remedies of any third
party under any
of the Brothers Production Liabilities.
3.5 Assumption of Brothers Operating Liabilities by the OLP. In
connection with
the contribution of the Brothers Operating Assets to the OLP, as
set forth
above, the OLP hereby assumes and agrees to duly and timely pay,
perform and
discharge all of the Brothers Operating Liabilities, to the full
extent that
Brothers Operating has been heretofore or would have been in the
future
obligated to pay, perform and discharge the Brothers Operating
Liabilities were
it not for such contribution and the execution and delivery of this
Agreement;
provided, however, that said assumption and agreement to duly and
timely pay,
perform and discharge the Brothers Operating Liabilities shall not
(a) increase
the obligation of the OLP with respect to the Brothers Operating
Liabilities
beyond that of Brothers Operating, (b) waive any valid defense that
was
available to Brothers Operating with respect to the Brothers
Operating
Liabilities or (c) enlarge any rights or remedies of any third
party under any
of the Brothers Operating Liabilities.
3.6 Assumption of J&W Properties Liabilities by the OLP. In
connection with the
contribution of the J&W Properties Assets to the OLP, as set
forth above, the
OLP hereby
