Common use of Nonassignable Contracts and Permits Clause in Contracts

Nonassignable Contracts and Permits. In the case of any Eagle Ford Assets constituting Contracts or Permits that are not by their terms assignable or that require the consent of a Third Party in connection with the transfer by HS (including Eagle Ford Rights-of-Way and Eagle Ford Surface Rights Agreements), with respect to 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 Third Party is not obtained prior to the Contribution Date and 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 Newco, and the Parent Parties will continue to use its commercially reasonable efforts to obtain all of such consents promptly. Parent Parties shall be responsible for the costs incurred in connection with its efforts to obtain the necessary consents. The KM Parties will assist the Parent Parties in such manner as may be reasonably requested in connection with the foregoing, including by participating in discussions and negotiations with all persons or entities with the 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 which the applicable Contract or Permit is not capable of being assigned to Newco due to the failure to obtain any required consent, the Parent Parties will make or cause to be made such arrangements as shall be acceptable to KEG and sufficient to enable Newco to receive all the economic benefits and other appropriate rights and benefits under such Contract or Permit accruing on and after the Effective Time.

Nonassignable Contracts and Permits. In the case of any Eagle Ford Haynesville Assets constituting Contracts or Permits that are not by their terms assignable or that require the consent of a Third Party in connection with the transfer by HS (including Eagle Ford Haynesville Rights-of-Way and Eagle Ford Surface Rights Agreements), with respect to the Contribution, the Parent Parties will use their reasonable commercial efforts to obtain or cause to be obtained in writing prior to the Contribution Closing 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 Closing Date. If the consent of any Third Party is not obtained prior to the Contribution Closing Date and 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 NewcoJVP, and the Parent Parties will continue to use its commercially reasonable efforts to obtain all of such consents promptly. Parent Parties shall be responsible for the costs incurred in connection with its efforts to obtain the necessary consents. The KM Parties JVP will assist the Parent Parties in such manner as may be reasonably requested in connection with the foregoing, including by participating in discussions and negotiations with all persons or entities with the 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 PartiesJVP, whether before or after the Closing Date. During such period in which the applicable Contract or Permit is not capable of being assigned to Newco due to the failure to obtain any required consent, the Parent Parties will make or cause to be made such arrangements as shall be acceptable to KEG JVP and sufficient to enable Newco to receive all the economic benefits and other appropriate rights and benefits under such Contract or Permit accruing on and after the Effective TimeClosing Date.