Common use of Non-Assignable Rights Clause in Contracts

Non-Assignable Rights. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyer, any Non-Assignable Right. In connection with such Non-Assignable Rights: (i) the Selling Parties shall apply for and use their best efforts, both prior to and following the Closing Date, in order to obtain for Buyer the required consent of any third Person in a form reasonably satisfactory to Buyer to allow for the transfer thereof; (ii) the Selling Parties and Buyer shall cooperate in making reasonable and lawful arrangements acceptable to Buyer designed to provide to Buyer the benefits of any Non-Assignable Right; (iii) the Selling Parties and Buyer shall cooperate in enforcing any rights of Seller arising from such Non-Assignable Rights against the issuer thereof or the Person or Persons thereto; (iv) the Selling Parties and Buyer shall take all such actions and do, or cause to be done, all such things as shall be reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall inure to the benefit of Buyer; and (v) the Selling Parties shall pay over to Buyer all monies collected by or paid to Seller in respect of such Non-Assignable Rights. If the Selling Parties are unable to provide lawfully the benefit of any Governmental Authorization to Buyer, they shall not, at any time, use such Governmental Authorization for their own purposes or assign or provide the benefit of such Governmental Authorization to any other party.

Non-Assignable Rights. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign assign, or cause to Buyerbe assigned, to the Service Provider, any Contract to which the Seller or the Existing Operator is a party or any Claimed Amount which, in either case, as a matter of Applicable Law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent, or (iii) an assignment which would contravene any Applicable Law (collectively, “Non-Assignable RightRights”). In connection with such Non-Assignable Rights, following the Closing Time: (ia) each of the Selling Parties shall shall, at the request of the other, apply for and use their best efforts, both prior to and following the Closing Date, in order all commercially reasonable efforts to obtain all consents or approvals contemplated by such Contracts or Claimed Amounts, provided that (and without affecting the interpretation of “commercially reasonable efforts” as such term is used elsewhere in this Agreement and for Buyer greater certainty only in respect of the required consent of matters subject to commercially reasonable efforts as described in this Section 3.6(a)) nothing herein shall require the Seller or the Existing Operator to make any third Person in a form reasonably satisfactory payment, give any guarantee or other financial contribution or incur any obligation to Buyer any other party to allow for the transfer thereofContracts or Claimed Amounts or to any Governmental Authority or to institute or threaten any legal or other proceedings against any Person; (iib) the Selling Parties and Buyer shall cooperate co-operate with each other, at the Service Provider’s expense, in making any reasonable and lawful arrangements acceptable to Buyer designed to provide to Buyer the benefits of any such Non-Assignable RightRights to the Service Provider, including, holding any such Non-Assignable Rights in trust for the Service Provider, sub-contracting, sub-licensing or sub-leasing; (iiic) the Selling Parties Seller shall, or shall cause the Existing Operator to, at the request, expense and Buyer shall cooperate in enforcing risk of the Service Provider, enforce any rights of the Seller or the Existing Operator, as applicable, arising from such Non-Assignable Rights against the issuer thereof or the Person other party or Persons parties thereto; (ivd) the Selling Parties Seller shall, or shall cause the Existing Operator to, at the request, expense and Buyer shall risk of the Service Provider, take all such actions and do, or cause to be done, all such things as shall be reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall inure enure to the benefit of Buyerthe Service Provider; (e) each of the Seller and the Service Provider shall keep the other reasonably informed of any progress in obtaining any required consents and waivers with respect to the Non-Assignable Rights and, in any event, shall provide notice promptly following receipt of any such consents or waivers; and (vf) without limiting the Selling rights and obligations of the Parties shall pay over under this Section 3.6, once a consent or waiver has been obtained with respect to Buyer all monies collected by or paid to Seller in respect of such Non-Assignable Right, such Non-Assignable Right shall be deemed to be automatically assigned to the Service Provider and the Service Provider shall be deemed to automatically assume the obligations under such Non-Assignable Right without any further act or formality. To the extent that the Service Provider is provided the benefits pursuant to this Section 3.6 of any Non-Assignable Rights. If , the Selling Parties are unable to provide lawfully Service Provider shall perform for the benefit of the other Persons that are parties thereto the obligations of the Seller or the Existing Operator thereunder and pay, perform and discharge when due any Governmental Authorization related Liabilities that, but for the lack of an authorization, approval, consent or waiver to Buyerassign such Liabilities to the Service Provider, they would be Assumed Liabilities and shall notfully indemnify and hold the Seller Indemnified Persons harmless from and against all such Liabilities. Except as set forth in paragraphs (a) to (e) above, at neither the Seller nor the Existing Operator shall have any timeobligation following the Closing Time to the Service Provider for the failure to obtain any Consent in respect of the Non-Assignable Rights that may be required in connection with the Transactions. The Service Provider agrees that no representation, use warranty or covenant of the Seller contained herein shall be deemed breached as a result of the failure to obtain any such Governmental Authorization for their own purposes Consent. For greater certainty, the Non-Assignable Rights shall not be or assign or provide the benefit of such Governmental Authorization be deemed to any other partybe an Excluded Asset.

Non-Assignable Rights. Nothing in this Agreement shall be construed as an assignment ofby BMC, or an attempt to assign by BMC, to BuyerMethanex any Contract which, any as a matter of law or by its terms, is: (i) not assignable; or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively, the “Non-Assignable RightRights”). In connection with any and all such Non-Assignable Rights, BMC shall: (ia) as the Selling Parties shall holder of such Non-Assignable Rights, continue its existence and hold or cause the holder to hold the Non-Assignable Rights in trust for Methanex to the fullest extent lawful; (b) comply with the terms and provisions of the Non-Assignable Rights as agent for, and on behalf of, Methanex to the fullest extent lawful; (c) apply for and use their best efforts, both prior to and following the Closing Date, in order its reasonable efforts to obtain for Buyer all consents or approvals contemplated by the required consent of any third Person Contracts, in a form reasonably satisfactory to Buyer to allow for the transfer thereofMethanex, acting reasonably; (iid) the Selling Parties and Buyer shall cooperate with Methanex in making any reasonable and lawful arrangements acceptable to Buyer designed to provide to Buyer the benefits of any the Non-Assignable RightRights to Methanex; (iiie) the Selling Parties and Buyer shall cooperate in enforcing diligently enforce any rights of Seller the holder thereof arising from such Non-Assignable Rights against the issuer thereof or the Person other party or Persons parties thereto; (ivf) the Selling Parties and Buyer shall take or cause to be taken all such actions and do, or cause to be done, all such things at the request of Methanex as shall be reasonably be necessary and proper in order that the value of any the Non-Assignable Rights shall be preserved and shall inure to the benefit of BuyerMethanex; and (vg) the Selling Parties shall pay over or cause to Buyer be paid over to Methanex all monies collected by or paid to Seller the holder of the Non-Assignable Rights in respect of such Non-Assignable Rights. If the Selling Parties are unable to provide lawfully the benefit of any Governmental Authorization to Buyer, they shall not, at any time, use such Governmental Authorization for their own purposes or assign or provide the benefit of such Governmental Authorization to any other party.

Non-Assignable Rights. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyerassign, any Contract or Governmental Authorization which, as a matter of law or by its terms, is not assignable or is not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively, "Non- Assignable Rights"). In connection with each such Non-Assignable Right. In connection with , the party which, but for this Section 2.4, would be required by this Agreement to transfer such Non-Assignable RightsRight (the "Assigning Party") shall: (ia) the Selling Parties shall apply for and use their best efforts, both prior to and following the Closing Date, in order all reasonable efforts to obtain for Buyer all consents or approvals contemplated by the required consent Contract or Governmental Authorization, provided that nothing herein shall require the Assigning Party to make any payment to any other party to any of any third Person in a form reasonably satisfactory to Buyer to allow for the transfer thereofContracts; (iib) the Selling Parties and Buyer shall cooperate co-operate in making any reasonable and lawful arrangements acceptable to Buyer designed to provide to Buyer the benefits of any Non-Assignable Right; (iii) the Selling Parties and Buyer shall cooperate in enforcing any rights of Seller arising from such Non-Assignable Rights Right to Bayer-CA or the Partnership, as the case may be, including without limitation, holding any such Non-Assignable Right in trust for Bayer-CA or the Partnership, as the case may be, or acting as agent for Bayer-CA or the Partnership, as the case may be; (c) enforce any rights of the Assigning Party arising from such Non- Assignable Right against the issuer thereof or the Person other party or Persons parties thereto; (ivd) the Selling Parties and Buyer shall take all such actions and do, or cause to be done, all such things as shall be reasonably be necessary and proper in order that the value of any Non-such Non- Assignable Rights Right shall be preserved and shall inure enure to the benefit of BuyerBayer-CA or the Partnership, as the case may be; and (ve) the Selling Parties shall pay over to Buyer Bayer-CA or the Partnership, as the case may be, all monies collected by or paid to Seller Uniroyal-CA in respect of such Non-Assignable Rights. If the Selling Parties are unable to provide lawfully the benefit of any Governmental Authorization to Buyer, they shall not, at any time, use such Governmental Authorization for their own purposes or assign or provide the benefit of such Governmental Authorization to any other partyRight.

Non-Assignable Rights. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyerthe Partnership, any contract, licence, lease, agreement, commitment, entitlement or engagement which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (including any required consents in relation to the Bullmoose Mine, once it has been reclaimed as described in Section 3.3) (collectively “Non-Assignable RightRights”). In connection with such Non-Assignable Rights, the Contributors shall: (ia) co-operate with the Selling Parties shall apply for and use their best efforts, both prior Partnership to and following the Closing Date, in order take commercially reasonable steps to obtain for Buyer the required consent of any third Person in a form reasonably satisfactory to Buyer to allow for the transfer thereofnecessary approvals or consents, where relevant; (iib) co-operate with the Selling Parties and Buyer shall cooperate Partnership in making any reasonable and lawful arrangements acceptable to Buyer designed to provide to Buyer the benefits of any such Non-Assignable RightRights to the Partnership, including holding any such Non-Assignable Rights in trust for the Partnership or acting as agent for the Partnership; (iiic) the Selling Parties and Buyer shall cooperate in enforcing enforce any rights of Seller the Contributors arising from such Non-Assignable Rights against the issuer thereof or the Person or Persons theretoRights; (ivd) the Selling Parties and Buyer shall take all such actions and do, or cause to be done, all such things at the request of the Partnership as shall be reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall inure enure to the benefit of Buyerthe Partnership; and (ve) the Selling Parties shall pay over to Buyer the Partnership, all monies collected by or paid to Seller the Contributors in respect of such Non-Assignable Rights. If the Selling Parties are unable to provide lawfully the benefit of any Governmental Authorization to Buyer, they shall not, at any time, use such Governmental Authorization for their own purposes or assign or provide the benefit of such Governmental Authorization to any other party.