Common use of Limitation on Assignments Clause in Contracts

Limitation on Assignments. Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to Buyer of any Drilling Contract, Other Contract or Permit if an attempted assignment of the same without the consent of any party would constitute a breach thereof or a violation of any law or any judgment, decree, order, writ, injunction, rule or regulation of any Governmental Entity unless and until such consent shall have been obtained. In the case of any such Drilling Contract, Other Contract or Permit that cannot be effectively transferred to Buyer without such consent (a "Consent Required Contract"), Sellers agree that between the date hereof and the Closing Date they will use their Best Efforts to obtain or cause to be obtained the necessary consents to the transfer of any Consent Required Contract. Buyer agrees to cooperate and to cause any Buyer Designee to cooperate with Sellers in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting party under a Consent Required Contract. In the event that Sellers shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required Contract, the terms of this Section 2.4 shall govern the transfer of the benefits of each such contract. Sellers and Buyer shall use their Best Efforts after the Closing Date to obtain any required consent to the assignment to, and assumption by, Buyer of each Consent Required Contract that is not transferred to Buyer at the Closing (a "Nonassigned Contract"). Sellers, or a Seller Designee, and Buyer, or a Buyer Designee, shall enter into an agreement substantially in the form of that attached hereto as Exhibit 2.4 on the Closing Date with respect to each Nonassigned Contract providing that until the rights and obligations of Sellers thereunder are transferred to or assumed by Buyer, or, if earlier, until termination of such Nonassigned Contract, Sellers shall continue to perform their obligations thereunder and Buyer shall provide such assistance, at the sole expense of Buyer, as Sellers may reasonably request for such purpose, including, without limitation, the use of personnel and assets (by lease or otherwise) of Buyer and its Affiliates of the type and quantity that Sellers would have used to perform such Nonassigned Contract had the transactions contemplated by this Agreement not been consummated. Such agreement shall also provide that in consideration of the provision of such assistance, Sellers shall, promptly after payment of any amounts to Sellers by the other party to a Nonassigned Contract, pay such amounts to Buyer after subtracting therefrom the costs and expenses incurred by Sellers as a result of Sellers' performance of the Nonassigned Contract.

Limitation on Assignments. Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to Buyer of any Drilling Scheduled Contract, Other Contract Scheduled Lease, Permit, license or Permit other right if an attempted assignment of the same without the consent of any party would constitute a breach thereof or a violation of any law or any judgment, decree, order, writ, injunction, rule or regulation of any Governmental Entity Body unless and until such consent shall have been obtained. In the case of any such Drilling Scheduled Contract, Other Contract Scheduled Lease, Permit, license or Permit other right that cannot be effectively transferred to Buyer without such consent (a "Consent Required Contract"), the Sellers agree that between the date hereof and the Closing Date they will use their Best Efforts commercially reasonable efforts to obtain or cause to be obtained the necessary consents to the transfer of any Consent Required Contract. Buyer agrees to cooperate and to cause any Buyer Designee to cooperate with the Sellers in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting each required consenting party under a Consent Required Contract. Schedule 5.6 sets forth each Consent Required Contract. In the event that the Sellers shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required ContractContract and Buyer shall have waived the conditions set forth in Section 6.12, the terms of this Section 2.4 5.6 shall govern the transfer of the benefits of each such contract. Sellers Seller and Buyer shall use their Best Efforts best efforts after the Closing Date to obtain any required consent to the assignment to, and assumption by, Buyer of each Consent Required Contract that is not transferred to Buyer at the Closing (a "Nonassigned Contract"). SellersWith respect to the Nonassigned Contracts and any of the Assets that are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, or a Seller Designee, such Assets shall be held by the Companies in trust for the Buyer and Buyer, or a shall be performed by the Buyer Designee, shall enter into an agreement substantially in the form name of that attached hereto as Exhibit 2.4 on the Closing Date with respect to each Nonassigned Contract providing that until the rights Companies and all benefits and obligations derived thereunder shall be for the account of Sellers thereunder are transferred the Buyer; provided, however, that where entitlement of the Buyer to or assumed such Assets hereunder is not recognized by Buyerany third party, or, if earlier, until termination of such Nonassigned Contract, Sellers shall continue to perform their obligations thereunder and Buyer shall provide such assistancethe Seller shall, at the sole expense request of the Buyer, as Sellers may reasonably request enforce in a reasonable manner, at the cost of and for such purpose, including, without limitation, the use of personnel and assets (by lease or otherwise) of Buyer and its Affiliates account of the type Buyer, any and quantity that Sellers would have used to perform such Nonassigned Contract had the transactions contemplated by this Agreement not been consummated. Such agreement shall also provide that in consideration all rights of the provision of Seller against such assistance, Sellers shall, promptly after payment of any amounts to Sellers by the other party to a Nonassigned Contract, pay such amounts to Buyer after subtracting therefrom the costs and expenses incurred by Sellers as a result of Sellers' performance of the Nonassigned Contractthird party.

Limitation on Assignments. Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to Buyer Purchaser of any Drilling Scheduled Contract, Other Contract License, permit or Permit other right if an attempted assignment of the same without the consent of any party would constitute a breach thereof or a violation of any law or any judgment, decree, order, writ, injunction, rule or regulation of any Governmental Entity Authority unless and until such consent shall have been obtained. In the case of any such Drilling Scheduled Contract, Other Contract Scheduled Lease, License, permit or Permit other right that cannot be effectively transferred to Buyer Purchaser without such consent (a "Consent Required Contract"), Sellers agree the Seller agrees that between the date hereof and the Closing Date they it will use their Best Efforts all reasonable efforts to obtain or cause to be obtained the necessary consents to the transfer of any Consent Required Contract. Buyer Purchaser agrees to cooperate and to cause any Buyer Designee to cooperate with Sellers the Seller in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting each required consenting party under a Consent Required Contract. Disclosure Schedule 6.5 sets forth each Consent Required Contract. In the event that Sellers the Seller shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required ContractContract and Purchaser shall have waived the conditions set forth in Section 7.1(d), the terms of this Section 2.4 6.5 shall govern the transfer of the benefits of each such contract. Sellers Seller and Buyer Purchaser shall use their Best Efforts best efforts after the Closing Date to obtain any required consent to the assignment to, and assumption by, Buyer Purchaser of each Consent Required Contract that is not transferred to Buyer Purchaser at the Closing (a "Nonassigned Contract"). Sellers, or a Seller Designee, and Buyer, or a Buyer Designee, shall enter into an agreement substantially in the form of that attached hereto as Exhibit 2.4 on the Closing Date with With respect to each the Nonassigned Contracts and any of the Assets that are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein. Seller shall use its reasonable best efforts to keep the relevant Nonassigned Contract providing that until in effect and shall give Purchaser the rights and obligations of Sellers thereunder are transferred to or assumed by Buyer, or, if earlier, until termination benefit of such Nonassigned Contract to the same extent if it had not been excluded from the Assets, and Purchaser shall timely perform the obligations under such Nonassigned Contract. If after the Closing such consent is obtained, Sellers Purchaser shall continue to perform their obligations thereunder and Buyer shall provide such assistance, at the sole expense of Buyer, as Sellers may reasonably request for such purpose, including, without limitation, the use of personnel and assets (by lease or otherwise) of Buyer and its Affiliates of the type and quantity that Sellers would have used to perform assume such Nonassigned Contract had the transactions contemplated by this Agreement not been consummated. Such agreement shall also provide that in consideration as of the provision date of such assistance, Sellers shall, promptly after payment consent. Nothing herein shall be construed as an attempt to assign any agreement or other instrument that is by its terms not assignable without the consent of any amounts to Sellers by the other party to a Nonassigned Contract, pay such amounts to Buyer after subtracting therefrom the costs and expenses incurred by Sellers as a result of Sellers' performance of the Nonassigned Contractthereto.

Limitation on Assignments. Notwithstanding The provisions of this Section 9.1 shall not apply to any Seller’s Dealer Agreement with the applicable Manufacturer, a Seller’s Loaner Agreement or any other agreement between a Seller and the applicable Manufacturer with regard to any Dealership. Subject to the preceding sentence hereof but notwithstanding any other contrary provision hereofof this Agreement, this Agreement the Closing shall not constitute nor require be conditioned upon requiring an assignment to Buyer Purchaser of any Drilling Contract, Other Contract or Permit of the Assumed Contracts not identified in Section 10.1(k) if an attempted assignment of the same without the consent of any party the counterparty to the respective Seller thereto is not permitted or would constitute a breach thereof or a violation of any law or any judgmentthereof (each, decree, order, writ, injunction, rule or regulation of any Governmental Entity unless and until such consent shall have been obtained. In the case of any such Drilling Contract, Other Contract or Permit that cannot be effectively transferred to Buyer without such consent (a "“Consent Required Contract"”), . Sellers agree that between to cooperate with Purchaser in obtaining such consents; provided, however, in no event shall a Seller, the Seller Affiliate or the Principal or any of their respective Affiliates be required to pay any fees to the third party to obtain such consent. If by the date hereof and the scheduled for Closing Date they will use their Best Efforts to obtain or cause to be obtained the necessary hereunder Purchaser has not received consents to the transfer of any Consent Required Contract. Buyer agrees to cooperate and to cause any Buyer Designee to cooperate with Sellers in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting party under a Consent Required Contract. In the event that Sellers shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required Contract, Contract the terms of the following provisions of this Section 2.4 9.1 shall govern the transfer of the benefits of each such contract. For a period of twelve (12) months after Closing, Sellers and Buyer Purchaser shall use their Best Efforts after the Closing Date commercially reasonable efforts to obtain any required consent to the assignment to, and assumption by, Buyer Purchaser of each Consent Required Contract that is not transferred to Buyer Purchaser at the Closing (each, a "“Nonassigned Contract"”). SellersWith respect to the Nonassigned Contracts that are not assignable by the terms thereof or in connection with which consents to the assignment thereof have not been obtained as of the date scheduled for Closing, or a Seller Designee, and Buyer, or a Buyer Designee, such Nonassigned Contracts shall enter into an agreement substantially be held by Sellers in the form of that attached hereto as Exhibit 2.4 on the Closing Date trust for Purchaser with respect to each the Respective Business (but not any other properties or facilities that may be the subject thereof) and shall be performed by Purchaser in the name of such Seller, at Purchaser’s sole cost, risk, and expense, and all benefits and obligations derived thereunder with respect to the Respective Business shall be for the account of Purchaser; provided, however, that where entitlement of Purchaser to such Nonassigned Contract providing that until Contracts hereunder is not recognized by any third party, Sellers shall, at the request of Purchaser, enforce in a reasonable manner, at the cost of and for the account of Purchaser, any and all rights of Sellers against such third party. Purchaser shall indemnify, defend and hold such Seller from and against any and all claims, suits, demands, liabilities, costs or expenses suffered or incurred by such Seller arising out of, directly or indirectly, Purchaser’s performance or failure to perform any obligation, duty or liability in connection with such Nonassigned Contracts arising from and after Closing with respect to the Respective Business. The post-Closing obligations of Sellers thereunder are transferred to or assumed by Buyer, or, if earlier, until termination of such Nonassigned Contract, Sellers shall continue to perform their obligations thereunder and Buyer shall provide such assistance, at the sole expense of Buyer, as Sellers may reasonably request for such purpose, Purchaser (including, without limitation, the use of personnel and assets (by lease or otherwisePurchaser’s indemnification obligations set forth in this Section 9.1) of Buyer and its Affiliates of the type and quantity that Sellers would have used to perform such Nonassigned Contract had the transactions contemplated by set forth in this Agreement not been consummated. Such agreement Section 9.1 shall also provide that in consideration of the provision of such assistance, Sellers shall, promptly after payment of any amounts to Sellers by the other party to a Nonassigned Contract, pay such amounts to Buyer after subtracting therefrom the costs and expenses incurred by Sellers as a result of Sellers' performance of the Nonassigned Contractsurvive Closing.

Limitation on Assignments. Notwithstanding any other provision hereof, this Agreement shall not neither constitute nor require an assignment to Buyer of (i) any Drilling Contract, Other Contract contract or Permit other right if an attempted assignment of the same without the consent of any party would constitute a breach thereof or a violation of any law or any judgment, decree, order, writ, injunction, rule or regulation of any Governmental Entity governmental entity unless and until such consent shall have been obtained. In the case of any such Drilling Contract, Other Contract contract or Permit other right that cannot be effectively transferred to Buyer without such consent (a "“Consent Required Contract"”), Sellers agree that between the date hereof and the Closing Date they will use their Best Efforts to obtain or cause to be obtained the necessary consents to the transfer of any Consent Required Contract. Buyer agrees to cooperate and to cause any Buyer Designee to cooperate with Sellers in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting party under a Consent Required Contract. In the event that Sellers shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required Contract, the terms of this Section 2.4 4 shall govern the transfer of the benefits of each such contract. Sellers The Seller and Buyer shall use their Best Efforts commercially reasonable best efforts after the Closing Date date hereof to obtain any required consent to the assignment to, and assumption by, Buyer of each Consent Required Contract that is not transferred to Buyer at the Closing (a "“Nonassigned Contract"”). SellersWith respect to the Nonassigned Contracts that are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, or a such Nonassigned Contracts shall be held by Seller Designee, in trust for Buyer and Buyer, or a shall be performed by Buyer Designee, shall enter into an agreement substantially in the form name of that attached hereto as Exhibit 2.4 on the Closing Date with respect to each Nonassigned Contract providing that until the rights such Seller, at Buyer’s sole cost, risk and expense and all benefits and obligations derived thereunder shall be for the account of Sellers thereunder are transferred Buyer; provided, however, that where entitlement of Buyer to or assumed by Buyer, or, if earlier, until termination of such Nonassigned ContractContracts hereunder is not recognized by any third party, Sellers shall continue to perform their obligations thereunder and Buyer shall provide such assistancethe Seller shall, at the sole expense request of Buyer, as Sellers may reasonably request enforce in a reasonable manner, at the cost of and for such purposethe account of Buyer, including, without limitation, the use of personnel any and assets (by lease or otherwise) of Buyer and its Affiliates all rights of the type and quantity that Sellers would have used Seller against such third party. Buyer shall indemnify the Seller in respect of Buyer’s performance or failure to perform any obligation, duty or liability in connection with such Nonassigned Contract had Contracts. If necessary, Seller agrees to assist Buyer with the transactions contemplated by this Agreement not been consummated. Such agreement shall also provide that in consideration invoicing and collection of the provision of such assistance, Sellers shall, promptly after payment of payments on any amounts to Sellers by the other party to a Nonassigned Contract, pay such amounts to Buyer after subtracting therefrom the costs and expenses incurred by Sellers as a result of Sellers' performance of the Nonassigned ContractContracts.

Limitation on Assignments. Notwithstanding The provisions of this Section 9.1 shall not apply to any Seller’s dealer agreement with the applicable Manufacturer, a Seller’s loaner agreement or any other agreement between a Seller and the applicable Manufacturer with regard to any Dealership. Subject to the preceding sentence hereof but notwithstanding any other contrary provision hereofof this Agreement, this Agreement the Closing shall not constitute nor require be conditioned upon requiring an assignment to Buyer Purchaser of any Drilling Contract, Other Contract or Permit of the Assumed Contracts not identified in Section 10.1(i) if an attempted assignment of the same without the consent of any party the counterparty to the respective Seller thereto is not permitted or would constitute a breach thereof or a violation of any law or any judgmentthereof (each, decree, order, writ, injunction, rule or regulation of any Governmental Entity unless and until such consent shall have been obtained. In the case of any such Drilling Contract, Other Contract or Permit that cannot be effectively transferred to Buyer without such consent (a "“Consent Required Contract"”), . Sellers shall be responsible for obtaining consents from those counterparties to the Assumed Contracts identified on Schedule 10.1(i). Purchaser shall be responsible for obtaining consents from counterparties or providing notices to counterparties to the other Assumed Contracts that are required to assign such Assumed Contracts and Sellers agree that between to cooperate (at Purchaser’s cost and expense) with Purchaser in obtaining such consents; provided, however, in no event shall a Seller, the Real Estate Owners, the Seller Affiliate or the Principal or any of their respective Affiliates be required to pay any fees, provide guarantees or incur any Liabilities to obtain such a consent or give such a notice, except ordinary postage or other costs required in delivering any request for consent or notice set forth on Schedule 10.1(i). If by the date hereof and the scheduled for Closing Date they will use their Best Efforts to obtain hereunder Purchaser or cause to be obtained the necessary Sellers (as applicable) has not received consents to the transfer of any Consent Required Contract. Buyer agrees to cooperate and to cause any Buyer Designee to cooperate with Sellers in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting party under a Consent Required Contract. In the event that Sellers shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required Contract, Contract the terms of the following provisions of this Section 2.4 9.1 shall govern the transfer of the benefits of each such contract. For a period of twelve (12) months after Closing, Sellers and Buyer Purchaser shall use their Best Efforts after the Closing Date commercially reasonable efforts to obtain any required consent to the assignment to, and assumption by, Buyer Purchaser of each Consent Required Contract that is not transferred to Buyer Purchaser at the Closing (each, a "“Nonassigned Contract"”). Sellers, or a Seller Designee, and Buyer, or a Buyer Designee, shall enter into an agreement substantially in the form of that attached hereto as Exhibit 2.4 on the Closing Date with respect to each Nonassigned Contract providing that until the rights and obligations of Sellers thereunder are transferred to or assumed by Buyer, or, if earlier, until termination of such Nonassigned Contract, Sellers shall continue to perform their obligations thereunder and Buyer shall provide such assistance, at the sole expense of Buyer, as Sellers may reasonably request for such purpose, including, without limitation, the use of personnel and assets (by lease or otherwise) of Buyer and its Affiliates of the type and quantity that Sellers would have used to perform such Nonassigned Contract had the transactions contemplated by this Agreement not been consummated. Such agreement shall also provide that in consideration of the provision of such assistance, Sellers shall, promptly after payment of any amounts to Sellers by the other party to a Nonassigned Contract, pay such amounts to Buyer after subtracting therefrom the costs and expenses incurred by Sellers as a result of Sellers' performance of the Nonassigned Contract.

Limitation on Assignments. Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to Buyer of any Drilling Contract, Other Contract Contract, lease, Permit, license or Permit other right if an attempted assignment of the same without the consent of any party would constitute a breach thereof or a violation of any law or any judgment, decree, order, writ, injunction, rule or regulation of any Governmental Entity unless and until such consent shall have been obtained. In the case of any such Drilling Contract, Other Contract Contract, Permit, license or Permit other right that cannot be effectively transferred to Buyer without such consent (a "Consent Required ---------------- Contract"), Sellers agree Seller agrees that between the date hereof and the Closing Date they it -------- will use their its Best Efforts to obtain or cause to be obtained the necessary consents to the transfer of any Consent Required Contract. Buyer agrees to cooperate and to cause any Buyer Designee to cooperate with Sellers Seller in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting party under a Consent Required Contract. In the event that Sellers Seller shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required ContractContract and Buyer shall have waived the conditions set forth in Section 8.05, the terms of this Section 2.4 2.05 shall govern the transfer of the benefits of each such contract. Sellers Seller and Buyer shall use their Best Efforts after the Closing Date to obtain any required consent to the assignment to, and assumption by, Buyer of each Consent Required Contract that is not transferred to Buyer at the Closing (a "Nonassigned Contract"). SellersWith respect to the Nonassigned Contracts and any of -------------------- the Purchased Assets that are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, or a such Purchased Assets shall be held by the Seller Designee, in trust for the Buyer and Buyer, or a shall be performed by the Buyer Designee, shall enter into an agreement substantially in the form name of that attached hereto as Exhibit 2.4 on the Closing Date with respect to each Nonassigned Contract providing that until the rights Seller and all benefits derived and obligations incurred hereunder shall be for the account of Sellers thereunder are transferred the Buyer; provided, however, that where entitlement of the Buyer to or assumed such Purchased Assets hereunder is not recognized by Buyerany third party, or, if earlier, until termination of such Nonassigned Contract, Sellers shall continue to perform their obligations thereunder and Buyer shall provide such assistancethe Seller shall, at the sole expense request of the Buyer, enforce in a reasonable manner, at the cost of and for the account of the Buyer, any and all rights of the Seller against such third party. Buyer shall defend, indemnify and hold Seller harmless in respect of Buyer, as Sellers may reasonably request for such purpose, including, without limitation, the use of personnel and assets (by lease 's performance or otherwise) of Buyer and its Affiliates of the type and quantity that Sellers would have used failure to perform any obligation, duty or liability in connection with such Nonassigned Contract had the transactions contemplated by this Agreement not been consummated. Such agreement shall also provide that in consideration of the provision of such assistance, Sellers shall, promptly after payment of any amounts to Sellers by the other party to a Nonassigned Contract, pay such amounts to Buyer after subtracting therefrom the costs and expenses incurred by Sellers as a result of Sellers' performance of the Nonassigned ContractPurchased Assets.