Common use of Nonassignable Contracts and Permits Clause in Contracts

Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. Without limiting the generality of the foregoing, each of the Parties shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes any such Asset or Liability as having been transferred to and owned by the Intended Transferee not later than the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of any audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund)). If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this AgreementAgreement insofar as is reasonably possible (taking into account any applicable restrictions or considerations, in each case relating to the contemplated Tax treatment of the transactions contemplated hereby).

Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable and diligent efforts to promptly provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits or burdens, as applicable, as well as written notice of any such benefits or burdens, as applicable, of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. Without limiting the generality of the foregoing, each of the Parties shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes any such Asset or Liability as having been transferred to and owned by the Intended Transferee not later than the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of any audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund)). If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this AgreementAgreement insofar as is reasonably possible (taking into account any applicable restrictions or considerations, in each case relating to the contemplated Tax treatment of the transactions contemplated hereby).

Nonassignable Contracts and Permits. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party Third Party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (ai) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (bii) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated provided hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. . (b) If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts and Permits. Notwithstanding anything In the case of any Contracts or Permits that are not by their terms or under Law freely assignable or transferable (a “Nonassignable Contracts”), Sellers shall at their expense use commercially reasonable efforts to obtain, or cause to be obtained, on or prior to the contrary contained hereinClosing, this Agreement any approvals or consents necessary to convey to Purchaser the benefit thereof. Purchaser shall cooperate with Sellers in such manner as may be reasonably required in connection therewith. In the event any consent or approval to an assignment contemplated hereby is not obtained on or prior to the Closing Date, Sellers shall continue to use commercially reasonable efforts to obtain any such approval or consent after the Closing Date for a period of three (3) months from the Closing Date or until such time as such consent or approval has been obtained or it shall become reasonably apparent that such consent or approval shall not constitute be forthcoming, whichever is shorter, and Sellers shall cooperate with Purchaser to effect an agreement appropriate arrangement (a “Work-around”) to assign provide that Purchaser or an Affiliate of Purchaser shall receive each Seller’s interest in the benefits under any such Nonassignable Contract, provided that all rights and benefits under such Nonassignable Contracts shall be for Purchaser or Purchaser’s Affiliate’s benefit and Purchaser or Purchaser’s Affiliate shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Purchaser or Purchaser’s Affiliate would have been responsible therefor if such consent or approval had been obtained, in which case such Nonassignable Contract will be treated as an Asset for all purposes hereunder. Each Seller shall take such actions as Purchaser may reasonably request in connection with the Nonassignable Contract underlying any Work-around. No Nonassignable Contract shall be deemed an Asset hereunder unless and until any required consent or Liability approval has been obtained, except to the extent that a Work-around has been implemented. No Nonassignable Contract shall be deemed to have been conveyed to Purchaser (directly or indirectly) if an assignment attempted sale, conveyance, assignment, sublease or attempted assignment of the same transfer thereof without the consent of another Person a third party would constitute a breach thereof or in any way impair affect the rights of a Party thereunder Seller or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this AgreementPurchaser thereunder.

Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, (a) Nothing in this Agreement shall not constitute be construed as an agreement attempt to assign to Buyer any Asset contract, commitment, or Liability if other agreement or permit, license or authorization which is by Law or its terms nonassignable or the assignment of which would constitute a violation of statute, rule, regulation, contract, commitment or other agreement. (b) If, as of the Closing, an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof any contract, commitment or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment other agreement would be ineffective or would impair such partyaffect Seller’s rights under any such Asset or Liability thereunder so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) Buyer would not in fact receive all such rights and responsibilitiesrights, then (a) the party purporting to make such transfer (the “Intended Transferor”) Seller shall use commercially reasonable efforts cooperate with Buyer in a mutually acceptable arrangement, at Buyer’s cost to provide for Buyer the benefit and burden of such contract, commitment, or cause to be provided to other agreement (other than legal title). If and so long after the Intended TransfereeClosing as such assignment shall not have been made, Seller shall (i) to the extent permitted by Lawthat such action shall not result in violation of such contract, commitment or other agreement, transfer to Buyer all assets and rights, including all monies, received in respect of such contract commitment or other agreement and hold such contract, commitment or other agreement in trust for Buyer and (ii) to the extent that the provisions of clause (i) above are not sufficient to transfer all of the benefits of such contract, commitment or other agreement (other than legal title), or any of such Asset contract, commitment or Liability and other agreement has been cancelled as a result of the Intended Transferor attempted assignment, take such actions (which, without limitation, may include entering into subcontracting arrangements with Buyer) as are necessary to provide substantially all of the benefits (or the equivalent thereof) of such contract, commitment or other agreement (other than legal title) to Buyer. (c) Buyer shall promptly pay obtain, at its own expense, as of the Closing or cause to be paid to the Intended Transferee when received as soon thereafter as practicable, all moneys received permits, licenses or authorizations required by the Intended Transferor any Governmental Authority with respect to the Assets or the Business, without any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf guaranty or liability of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee Seller with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possessionexcept for those permits, uselicenses or authorizations which can be assigned by Seller at Closing without cost or continuing liability of Seller. Subsequent to Closing, risk of lossSeller shall have the right to cancel any permits, Liability, potential for gain licenses or authorizations and dominion, control and command, shall inure bonds or guarantees related thereto which are applicable to the Intended Transferee. If and when such consents and approvals Assets or the Business but are obtained, not assigned within 90 days from the transfer of the applicable Asset shall be effected in accordance with the terms of this AgreementClosing.

Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, (a) Nothing in this Agreement shall not constitute be construed as an agreement attempt to assign to the LLC, Purchaser or Purchaser Sub any Asset Contract or Liability if Permit which is by Law or its terms nonassignable or the assignment of which would constitute a violation of Law or such Contract. (b) The parties hereto will cooperate to attempt to obtain all required consents to the assignment of the Material Contracts prior to Closing which are not to be discharged at the Closing and which require consents to assignment, and any payments required to be made to the other party to the Contract in connection with obtaining such consent shall be borne by Purchaser. (c) If, as of the Closing, an assignment or attempted assignment of any Contract related to the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment Business would be ineffective or would impair such partyaffect any Cliffstar Company’s rights under any such Asset or Liability thereunder so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) LLC, Purchaser or Purchaser Sub would not in fact receive all such rights (such Contract, a “Non-Assignable Contract”), the Cliffstar Companies shall cooperate with the LLC, Purchaser or Purchaser Sub in a mutually acceptable arrangement to provide for the LLC, Purchaser or Purchaser Sub the benefit (including the economic benefit) of such Non-Assignable Contract (other than legal title). Purchaser shall bear all administrative costs in connection with any such arrangement. If and responsibilitiesso long after the Closing as such assignment shall not have been made, then the Cliffstar Companies shall (ai) act as Purchaser’s and Purchaser Sub’s agent to the extent that such action shall not result in violation of such Non-Assignable Contract, transfer to the LLC, Purchaser or Purchaser Sub all assets and rights, including all monies, received in respect of such Non-Assignable Contract and hold such Non-Assignable Contract in trust for the LLC, Purchaser or Purchaser Sub and (ii) to the extent that the provisions of clause (i) above are not sufficient to transfer all of the benefits (including the economic benefit) of such Non-Assignable Contract (other than legal title), or any of such Non-Assignable Contract has been cancelled as a result of the attempted assignment, take such actions (which, without limitation, may include entering into subcontracting arrangements with the LLC, Purchaser or Purchaser Sub) as are commercially reasonable to provide all of the benefits (or the equivalent thereof, including the economic benefit) of such Non-Assignable Contract (other than legal title) to the LLC, Purchaser or Purchaser Sub. Purchaser and Purchaser Sub shall be responsible for the Liabilities or obligations arising out of any nonassignable Contract. With respect to any transfer, subcontract or assignment of the Non-Assignable Contracts made to the LLC, Purchaser or Purchaser Sub by the Cliffstar Companies hereunder, Purchaser hereby agrees to assume, perform, discharge when due, and indemnify the Cliffstar Companies from and against, all obligations and liabilities of the Cliffstar Companies with respect to the applicable underlying Non-Assignable Contract and none of the Cliffstar Companies or their Affiliates shall have any Liability in connection with such transfer, subcontract or assignment or the underlying Non-Assignable Contract. (d) Cliffstar Companies and Purchaser shall cooperate with each other, each at their own expense, to transfer all Permits held by the Cliffstar Companies from Cliffstar Companies to the LLC, Purchaser or Purchaser Sub or, where Cliffstar Companies’ Permits are not transferable, to facilitate the LLC, Purchaser or Purchaser Sub in obtaining its own Permits. To that end, each party purporting shall take whatever actions are required of said party, in a timely manner as governed by applicable Law, to make apply for the transfer or re-issuance of any Permits to the LLC, Purchaser or Purchaser Sub. To the extent that any Permits cannot be transferred or reissued to the LLC, Purchaser or Purchaser Sub as of the Closing, Cliffstar Companies, to the extent allowable by Law, shall authorize the LLC, Purchaser or Purchaser Sub to continue to operate pursuant to Cliffstar Companies’ Permits until such transfer time as the LLC, Purchaser or Purchaser Sub is able to obtain its own Permits and Purchaser shall indemnify Cliffstar Companies for all costs, liabilities, obligations, damages and expenses associated with the LLC, Purchaser’s or Purchaser Sub’s operation under Cliffstar Companies’ Permits after the Closing Date. (e) To the extent that any of the rights, assets and properties contemplated by Section 5.20(a) cannot be contributed to the LLC, or such contribution would be ineffective, prior to the Closing (the “Intended TransferorNon-Transferable Assets”) ), the Cliffstar Companies shall use commercially reasonable efforts cooperate with Purchaser in a mutually acceptable arrangement to provide or cause to be provided to for Purchaser the Intended Transfereebenefit (including the economic benefit) of such Non-Transferable Assets. Purchaser shall bear all administrative costs in connection with any such arrangement. If, and so long after the Closing as, such contribution shall not have been made, the Cliffstar Companies shall (i) to the extent permitted by applicable Law, transfer to Purchaser all Assets and rights, including all monies, received in respect of such Non-Transferable Asset and hold such Non-Transferable Asset in trust for Purchaser and (ii) to the extent that the effects of clause (i) above do not cause the transfer of all of the benefits (including the economic benefit) of such Non-Transferable Asset, or any of such Non-Transferable Asset has been cancelled as a result of the attempted assignment, take such actions (which, without limitation, may include entering into subcontracting arrangements with Purchaser) as are commercially reasonable to provide all of the benefits (or Liability and the Intended Transferor shall promptly pay equivalent thereof, including the economic benefit) of such Non-Transferable Asset to Purchaser. With respect to any transfer, subcontract or cause assignment of the Non-Transferable Assets made to be paid to the Intended Transferee when received all moneys received Purchaser by the Intended Transferor Cliffstar Companies hereunder, Purchaser hereby agrees to assume, perform, discharge when due and indemnify the Cliffstar Companies from and against, all obligations and Liabilities of the Cliffstar Companies with respect to any such the applicable underlying Non-Transferable Asset and (b) release the Cliffstar Companies and their Affiliates from any and all Liabilities in consideration thereof connection with such transfer, subcontract or assignment or the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such nonunderlying Non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this AgreementTransferable Asset.

Nonassignable Contracts and Permits. Notwithstanding anything to In the contrary contained herein, this Agreement shall case of any Eagle Ford Assets constituting Contracts or Permits that are not constitute an agreement to assign any Asset by their terms assignable or Liability if an assignment or attempted assignment of the same without that require the consent of another Person would constitute a breach thereof or Third Party in any way impair connection with the rights of a Party thereunder or give to any third party any rights transfer by HS (including Eagle Ford Rights-of-Way and Eagle Ford Surface Rights Agreements), with respect theretoto the Contribution, the Parent Parties will use their reasonable commercial efforts to obtain or cause to be obtained in writing prior to the Contribution Date any consents necessary to convey the benefits thereof (except for consents customarily obtained after closing in comparable transactions and as agreed by the Parties), and if such consents are not obtained, the applicable Contracts or Permits will be deemed not to have been transferred as of the Contribution Date. If the consent of any such consent Third Party is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled prior to the benefits Contribution Date and responsibilities the Closing occurs notwithstanding the failure to obtain such consent, the applicable Contract or Permit shall not be assigned to Newco, the Parent Parties will continue to hold such Contract or Permit in trust for the benefit of such purported transfer (Newco, and the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting Parent Parties will continue to make such transfer (the “Intended Transferor”) shall use its commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor obtain all of such consents promptly. Parent Parties shall be responsible for the Intended Transferor’s Liabilities thereunder costs incurred in a timely connection with its efforts to obtain the necessary consents. The KM Parties will assist the Parent Parties in such manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested in connection with the foregoing, including by participating in discussions and negotiations with all persons or entities with the other Party authority to grant or withhold such consent, provided, however, that, such assistance will not be deemed to require any expenditure of money on the part of the KM Parties, whether before or after the Closing Date. During such period in order which the applicable Contract or Permit is not capable of being assigned to place Newco due to the other Partyfailure to obtain any required consent, insofar the Parent Parties will make or cause to be made such arrangements as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby shall be acceptable to KEG and so sufficient to enable Newco to receive all the economic benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain other appropriate rights and dominion, control benefits under such Contract or Permit accruing on and command, shall inure to after the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this AgreementEffective Time.

Nonassignable Contracts and Permits. Notwithstanding anything To the extent that the assignment hereunder by Seller to Buyer of any Assumed Contract or Permit is not permitted or is not permitted without the contrary contained hereinconsent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the any such Assumed Contract or Permit if such consent of another Person is not given or if such assignment otherwise would constitute a breach thereof of, or cause a loss of contractual benefits under, any such Assumed Contract or Permit, and Buyer shall assume no obligations or liabilities under any such Assumed Contract or Permit. Seller shall use commercially reasonable efforts to advise Buyer promptly in writing with respect to any Assumed Contract or Permit which Seller knows or has substantial reason to believe will or may not be assignable to Buyer. Without in any way impair limiting Seller’s obligation to obtain all consents and waivers necessary for the rights sale, transfer, assignment and delivery of a Party thereunder or give the Purchased Assets to any third party any rights with respect thereto. If Buyer hereunder, if any such consent is not obtained or if an attempted such assignment would be ineffective or would impair such party’s is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Buyer following the Closing Date in any reasonable arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Asset Assumed Contract or Liability so that Permit, including enforcement for the benefit of Buyer of any and all rights of Seller against any other party entitled to the benefits and responsibilities arising out of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide any breach or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits cancellation of any such Asset Assumed Contract or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received Permit by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall payother party and, perform and discharge if requested by Buyer, acting as an agent on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee Buyer or as Buyer shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be otherwise reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreementrequire.

Nonassignable Contracts and Permits. Notwithstanding anything to To the contrary contained hereinextent that any Customer Order or Business Contract (a “Nonassignable Contract”) or any License (a “Nonassignable License”) is not assignable or transferable without the consent or waiver of the issuer thereof or the other party thereto or any third party (including any Governmental or Regulatory Authority) or if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law or Order, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or transfer, or an attempted assignment of the same without the consent of another Person would constitute a breach or transfer thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any until such consent or waiver has been obtained, and the following provisions shall be applicable: 2.2.1 Seller shall use its best efforts and Purchaser shall reasonably cooperate therewith, to obtain the consents and waivers referred to in this Section 2.2. To the extent that any consent or waiver referred to in this Section 2.2 is not obtained or if an attempted assignment would be ineffective or would impair such partyby Seller, Seller shall (A) provide to Purchaser at Seller’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, expense the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to Nonassignable Contract and/or any such Asset Nonassignable License, (B) cooperate in any reasonable and lawful arrangement requested by Purchaser designed to provide such benefits to Purchaser, and (bC) in consideration thereof at the Intended Transferee shall payrequest of Purchaser, perform and discharge on behalf enforce for the account of Purchaser at Seller’s expense any right of Seller arising from any such Nonassignable Contract and/or Nonassignable License against such issuer or the Intended Transferor all of other party or parties thereto (including the Intended Transferor’s Liabilities thereunder in a timely manner and right to elect to terminate in accordance with the terms thereof which it may do without breach andon the advice of Purchaser). 2.2.2 To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any such Nonassignable Contract, at Purchaser shall perform for the Intended Transferor’s requestbenefit of the issuer thereof or the other party or parties thereto, the Intended Transferee shall promptly reimburse obligations of Seller thereunder or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In additionin connection therewith, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure but only to the Intended Transferee. If extent that (i) such performance would not result in any default thereunder or in connection therewith and when (ii) such consents and approvals are obtainedobligations would have been Assumed Obligations, but for the transfer of the applicable Asset shall be effected in accordance with the terms nonassignability or nontransferability thereof. 2.2.3 The provisions of this AgreementSection 2.2 shall not affect Purchaser’s obligation to indemnify Seller and any other Person pursuant to Section 9.