Common use of Nontransferable Rights Clause in Contracts

Nontransferable Rights. SDTS shall use commercially reasonable efforts to obtain, at the earliest reasonably practicable date prior to the Closing Date, the Consents and Approvals required in order to allocate to SDTS AssetCo all rights and interests of SDTS or its Affiliates under (a) the Contributed Warranties, (b) the SDTS Real Property Agreements and (c) the Contracts and Permits included in the SDTS Assets (collectively, the “SDTS Required Authorizations”), including the SDTS Required Authorizations identified in Section 12.06(b) of the disclosure schedule delivered by SDTS to Oncor pursuant to the SDTS-SU-Oncor Merger Agreement. In the event that any SDTS Required Authorization shall not be obtained by SDTS prior to the Closing Date, SDTS agrees that it will provide to SDTS AssetCo on the Closing Date a list of each such Contributed Warranty, SDTS Real Property Agreement, Contract and Permit (each, together with any Contributed Warranty identified to SDTS by SDTS AssetCo following Closing as requiring a Consent or Approval, whether due to a dispute by SDTS AssetCo with any manufacturer, seller, supplier or other Person regarding the effectiveness of the allocation of any Contributed Warranty pursuant to this Agreement or otherwise, an “SDTS Nontransferable Right”) that cannot be allocated at the Closing without obtaining such SDTS Required Authorizations and will continue to use commercially reasonable efforts to (X) obtain Consents and Approvals or (Y) with respect to the Contributed Warranties and if requested by SDTS AssetCo or the applicable counterparty, enter into a written assignment of such Contributed Warranties to SDTS AssetCo, in each case as promptly as reasonably practicable after the Closing Date, with respect to such SDTS Nontransferable Rights; provided, that, from and after the Closing Date, until such time as each such SDTS Required Authorization is obtained, SDTS shall continue to hold such SDTS Nontransferable Rights and provide SDTS AssetCo with the uninhibited benefits under or in respect of all SDTS Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SDTS AssetCo of SDTS’s obligations thereunder. Without limiting the generality of the foregoing, if and so long as any SDTS Required Authorization for the transfer and assignment of any SDTS Nontransferable Right has not been obtained, SDTS shall, at SDTS AssetCo’s expense, (i) hold any such SDTS Nontransferable Rights in trust for the use and benefit of SDTS AssetCo, (ii) provide SDTS AssetCo with such benefits under or in respect of such SDTS Nontransferable Rights as will not result in a violation or breach of, or constitute a default under, the terms thereof, including enforcement for the account of SDTS AssetCo of any and all rights of SDTS in respect of Claims that SDTS may now or hereafter have against any other party thereto, whether arising from the breach or cancellation thereof or otherwise, (iii) to the extent that such action will not result in a breach or violation of, or default under, the terms of such SDTS Nontransferable Rights, transfer to SDTS AssetCo all assets and rights, including all monies, received in respect of such SDTS Nontransferable Rights and (iv) to the extent that the provisions of clauses (i), (ii) and (iii) above are not sufficient to transfer all of the benefits of such SDTS Nontransferable Rights (other than legal title), take such actions as are reasonably required to transfer all of the benefits of such SDTS Nontransferable Rights (other than legal title) to SDTS AssetCo.

Nontransferable Rights. (a) SU shall use commercially reasonable efforts to obtain, at the earliest reasonably practicable date prior to the Closing Date, the consent and approvals required in order to allocate to SDTS all rights and interests of SU or its Affiliates under (a) the NTX Contributed Warranties, and (b) the Contracts and Permits included in the NTX Assets (collectively, the “SU Required Authorizations”). In the event that any SU Required Authorization shall not be obtained by SU prior to the Closing Date, SU agrees that it will provide to SDTS on the Closing Date a list of each such NTX Contributed Warranty, Contract and Permit (each, together with any NTX Contributed Warranty identified to SU by SDTS following Closing as requiring a Consent or Approval, whether due to a dispute by SDTS with any manufacturer, seller, supplier or other Person regarding the effectiveness of the allocation of any NTX Contributed Warranty pursuant to this Agreement or otherwise, an “SU Nontransferable Right”) that cannot be allocated at the Closing without obtaining such SU Required Authorizations and will continue to use commercially reasonable efforts to (X) obtain Consents or Approvals or (Y) with respect to the NTX Contributed Warranties and if requested by SDTS or the applicable counterparty, enter into a written assignment of such NTX Contributed Warranties to SDTS, in each case as promptly as reasonably practicable after the Closing Date, with respect to such SU Nontransferable Rights; provided, that, from and after the Closing Date, until such time as each such SU Required Authorization is obtained, SU shall continue to hold such SU Nontransferable Rights and provide SDTS to the greatest extent possible with the benefits under or in respect of all SU Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SDTS of SU’s obligations thereunder. Without limiting the generality of the foregoing, if and so long as any SU Required Authorization for the transfer and assignment of any SU Nontransferable Right has not been obtained, SU shall, at SDTS’s expense, (i) hold any such SU Nontransferable Rights in trust for the use and benefit of SDTS, (ii) provide SDTS with such benefits under or in respect of such SU Nontransferable Rights as will not result in a violation or breach of, or constitute a default under, the terms thereof, including enforcement for the account of SDTS of any and all rights of SU in respect of Claims that SU may now or hereafter have against any other party thereto, whether arising from the breach or cancellation thereof or otherwise, (iii) to the extent that such action will not result in a breach or violation of, or default under, the terms of such SU Nontransferable Rights, transfer to SDTS all assets and rights, including all monies, received in respect of such SU Nontransferable Rights and (iv) to the extent that the provisions of clauses (i), (ii) and (iii) above are not sufficient to transfer all of the benefits of such SU Nontransferable Rights (other than legal title), take such actions as are reasonably required to transfer all of the benefits of such SU Nontransferable Rights (other than legal title) to SDTS. (b) SDTS shall use commercially reasonable efforts to obtain, at the earliest reasonably practicable date prior to the Closing Date, the Consents consent and Approvals approvals required in order to allocate to SDTS AssetCo SU all rights and interests of SDTS or its Affiliates under (a) the STX Contributed Warranties, and (b) the SDTS Real Property Agreements and (c) the Contracts and Permits included in the SDTS STX Assets (collectively, the “SDTS Required Authorizations”), including the SDTS Required Authorizations identified in Section 12.06(b) of the disclosure schedule delivered by SDTS to Oncor pursuant to the SDTS-SU-Oncor Merger Agreement. In the event that any SDTS Required Authorization shall not be obtained by SDTS prior to the Closing Date, SDTS agrees that it will provide to SDTS AssetCo SU on the Closing Date a list of each such STX Contributed Warranty, SDTS Real Property Agreement, Contract and Permit (each, together with any STX Contributed Warranty identified to SDTS by SDTS AssetCo SU following Closing as requiring a Consent or Approval, whether due to a dispute by SDTS AssetCo SU with any manufacturer, seller, supplier or other Person regarding the effectiveness of the allocation of any STX Contributed Warranty pursuant to this Agreement or otherwise, an “SDTS Nontransferable Right”) that cannot be allocated at the Closing without obtaining such SDTS Required Authorizations and will continue to use commercially reasonable efforts to (X) obtain Consents and or Approvals or (Y) with respect to the STX Contributed Warranties and if requested by SDTS AssetCo SU or the applicable counterparty, enter into a written assignment of such STX Contributed Warranties to SDTS AssetCoSU, in each case as promptly as reasonably practicable after the Closing Date, with respect to such SDTS Nontransferable Rights; provided, that, from and after the Closing Date, until such time as each such SDTS Required Authorization is obtained, SDTS shall continue to hold such SDTS Nontransferable Rights and provide SDTS AssetCo SU to the greatest extent possible with the uninhibited benefits under or in respect of all SDTS Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SDTS AssetCo SU of SDTS’s obligations thereunder. Without limiting the generality of the foregoing, if and so long as any SDTS Required Authorization for the transfer and assignment of any SDTS Nontransferable Right has not been obtained, SDTS shall, at SDTS AssetCoSU’s expense, (i) hold any such SDTS Nontransferable Rights in trust for the use and benefit of SDTS AssetCoSU, (ii) provide SDTS AssetCo SU with such benefits under or in respect of such SDTS Nontransferable Rights as will not result in a violation or breach of, or constitute a default under, the terms thereof, including enforcement for the account of SDTS AssetCo SU of any and all rights of SDTS in respect of Claims that SDTS may now or hereafter have against any other party thereto, whether arising from the breach or cancellation thereof or otherwise, (iii) to the extent that such action will not result in a breach or violation of, or default under, the terms of such SDTS Nontransferable Rights, transfer to SDTS AssetCo SU all assets and rights, including all monies, received in respect of such SDTS Nontransferable Rights and (iv) to the extent that the provisions of clauses (i), (ii) and (iii) above are not sufficient to transfer all of the benefits of such SDTS Nontransferable Rights (other than legal title), take such actions as are reasonably required to transfer all of the benefits of such SDTS Nontransferable Rights (other than legal title) to SU. (c) Prior to the Closing Date, Oncor, SU and SDTS AssetCoshall reasonably cooperate with each other in good faith to determine the Master Governing Contracts to be included in the NTX Assets (the “Transferred Master Governing Contracts”) and allocated to SDTS pursuant to the Merger. Each of SDTS and SU acknowledge and agree that in connection with such determination, SDTS or SU may be required to enter into substitute Master Governing Contracts for the benefit of SDTS or SU, as applicable, following the Closing, and each will reasonably cooperate and use commercially reasonable efforts to ensure that each party’s future operations are conducted under separate contracts unless the parties jointly determine to do otherwise.

Nontransferable Rights. SDTS (a) Oncor shall use commercially reasonable efforts to obtain, obtain at the earliest reasonably practicable date prior to the Closing Date all Oncor Required Authorizations, including the Oncor Required Authorizations set forth on Section 12.06(a) of the Oncor Disclosure Schedule. In the event that (i) any Oncor Required Authorization shall not be obtained by Oncor prior to the Closing Date or (ii) any other right is identified by SDTS to Oncor as an Oncor Nontransferable Right after the Closing Date, Oncor acknowledges and agrees that it shall be bound by, and SDTS as a result of the Consents and Approvals required Oncor Merger shall have a right to enforce, Oncor’s obligations set forth in order to allocate to SDTS AssetCo all rights and interests Section 1.04 of SDTS or its Affiliates under (a) the Contributed Warranties, Oncor Pre-Closing Contribution Agreement. (b) SDTS shall use commercially reasonable efforts to obtain at the SDTS Real Property Agreements and (c) earliest reasonably practicable date prior to the Contracts and Permits included in the SDTS Assets (collectively, the “Closing Date all SDTS Required Authorizations”), including the SDTS Required Authorizations identified in set forth on Section 12.06(b) of the disclosure schedule delivered by SDTS to Oncor pursuant to the SDTS-SU-Oncor Merger AgreementDisclosure Schedule. In the event that (i) any SDTS Required Authorization shall not be obtained by SDTS prior to the Closing Date or (ii) any other right is identified by Oncor to SDTS as an SDTS Nontransferable Right after the Closing Date, SDTS acknowledges and agrees that it will provide to SDTS AssetCo on the Closing Date shall be bound by, and Oncor as a list of each such Contributed Warranty, SDTS Real Property Agreement, Contract and Permit (each, together with any Contributed Warranty identified to SDTS by SDTS AssetCo following Closing as requiring a Consent or Approval, whether due to a dispute by SDTS AssetCo with any manufacturer, seller, supplier or other Person regarding the effectiveness result of the allocation SDTS merger shall have a right to enforce, SDTS’s obligations set forth in Section 4.02 of any Contributed Warranty pursuant to this Agreement or otherwise, an “the SDTS Nontransferable Right”Pre-Closing Merger Agreement. (c) that cannot be allocated at the Closing without obtaining such SDTS Required Authorizations and will continue to SU shall use commercially reasonable efforts to obtain at the earliest reasonably practicable date prior to the Closing Date all SU Required Authorizations, including the SU Required Authorizations set forth on Section 12.06(c) of the SU Disclosure Schedule. In the event that (Xi) obtain Consents and Approvals any SU Required Authorization shall not be obtained by SU prior to the Closing Date or (Yii) with respect any other right is identified by Oncor to the Contributed Warranties and if requested by SDTS AssetCo or the applicable counterparty, enter into a written assignment of such Contributed Warranties to SDTS AssetCo, in each case SU as promptly as reasonably practicable an SU Nontransferable Right after the Closing Date, SU acknowledges and agrees that it shall be bound by, and Oncor as a result of the SU merger shall have a right to enforce, SU’s obligations set forth in Section 4.02 of the SU Pre-Closing Merger Agreement. (d) For the avoidance of doubt and notwithstanding anything in this Section 12.06, the Oncor Pre-Closing Contribution Agreement or the SDTS Pre-Closing Merger Agreement to the contrary, with respect to such SDTS Nontransferable Rights; provided, that, from and after consents required to the Closing Date, until such time as each such SDTS Required Authorization is obtained, SDTS shall continue to hold such SDTS Nontransferable Rights and provide SDTS AssetCo with the uninhibited benefits under assignment or in respect of all SDTS Nontransferable Rights, subject, in the case transfer of any Contract or PermitEasements, the use of commercially reasonable efforts shall not require making any monetary payment to any Person entitled to consent to the assumption by SDTS AssetCo assignment or transfer of SDTS’s obligations thereunder. Without limiting an Easement (except in connection with condemnation proceedings), but shall require the generality of the foregoing, if and so long as any SDTS Required Authorization for the transfer and assignment of any SDTS Nontransferable Right has not been obtained, SDTS shall, at SDTS AssetCo’s expense, (i) hold any such SDTS Nontransferable Rights in trust for the use and benefit of SDTS AssetCo, (ii) provide SDTS AssetCo with such benefits under or in respect of such SDTS Nontransferable Rights as will not result in a violation or breach of, or constitute a default under, the terms thereof, including enforcement for the account of SDTS AssetCo of any and all rights of SDTS in respect of Claims that SDTS may now or hereafter have against any other party theretorequired to seek consent to pursue, whether arising from the breach prior to or cancellation thereof or otherwisefollowing Closing, appropriate condemnation proceedings (iii) to the extent that and make payments required by such action will not result in a breach or violation of, or default under, the terms of such SDTS Nontransferable Rights, transfer to SDTS AssetCo all assets and rights, including all monies, received in respect of such SDTS Nontransferable Rights and (iv) to the extent that the provisions of clauses (iproceedings), (ii) and (iii) above are not sufficient to transfer all of the benefits of such SDTS Nontransferable Rights (other than legal title), take such actions as are reasonably required to transfer all of the benefits of such SDTS Nontransferable Rights (other than legal title) to SDTS AssetCo.

Nontransferable Rights. SDTS Contributor shall use commercially reasonable efforts to obtain, obtain at the earliest reasonably practicable date prior to the Closing Date, Date the Consents and Approvals required in order to allocate transfer and assign to SDTS AssetCo Contributee all rights and interests of SDTS Contributor or its Affiliates under (a) the Contributed Warranties, (b) the SDTS Oncor Real Property Agreements and (c) the Contracts and Permits included described in the SDTS Assets Section 4 of Schedule A hereto (collectively, the “SDTS Oncor Required Authorizations”), including the SDTS Oncor Required Authorizations identified in Section 12.06(b12.06(a) of the disclosure schedule delivered by Oncor to SDTS to Oncor pursuant to the SDTS-SU-Oncor Merger Agreement. In the event that any SDTS Oncor Required Authorization shall not be obtained by SDTS Contributor prior to the Closing Date, SDTS Contributor agrees that it will provide to SDTS AssetCo Contributee on the Closing Date a list of each such Contributed Warranty, SDTS Oncor Real Property Agreement, Contract and Permit (each, together with any Contributed Warranty identified to SDTS Contributor by SDTS AssetCo Contributee following Closing as requiring a Consent or Approval, whether due to a dispute by SDTS AssetCo with any manufacturer, seller, supplier or other Person regarding the effectiveness of the allocation of any Contributed Warranty pursuant to this Agreement or otherwise, an “SDTS Oncor Nontransferable Right”) that cannot be allocated transferred and assigned at the Closing without obtaining such SDTS Oncor Required Authorizations and will continue to use commercially reasonable efforts to (X) obtain Consents and Approvals or (Y) with respect to the Contributed Warranties and if requested by SDTS AssetCo or the applicable counterpartyApprovals, enter into a written assignment of such Contributed Warranties to SDTS AssetCo, in each case as promptly as reasonably practicable after the Closing Date, with respect to such SDTS Oncor Nontransferable Rights; provided, that, that from and after the Closing Date, Date until such time as each such SDTS Required Authorization is obtained, SDTS Contributor shall continue to hold such SDTS Oncor Nontransferable Rights and provide SDTS AssetCo Contributee with the uninhibited benefits under or in respect of all SDTS Oncor Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SDTS AssetCo Contributee of SDTSContibutor’s obligations thereunder. Without limiting the generality of the foregoing, if and so long as any SDTS Oncor Required Authorization for the transfer and assignment of any SDTS Oncor Nontransferable Right Rights has not been obtained, SDTS the Contributor shall, at SDTS AssetCoContributee’s expense, (i) hold any such SDTS Oncor Nontransferable Rights in trust for the use and benefit of SDTS AssetCothe Contributee, (ii) provide SDTS AssetCo the Contributee with such benefits under or in respect of such SDTS Oncor Nontransferable Rights as will not result in a violation or breach of, or constitute a default under, the terms thereof, including enforcement for the account of SDTS AssetCo the Contributee of any and all rights of SDTS the Contributor in respect of Claims that SDTS the Contributor may now or hereafter have against any other party thereto, whether arising from the breach or cancellation thereof or otherwise, (iii) to the extent that such action will not result in a breach or violation of, or default under, the terms of such SDTS Oncor Nontransferable Rights, transfer to SDTS AssetCo the Contributee all assets and rights, including all monies, received in respect of such SDTS Oncor Nontransferable Rights and (iv) to the extent that the provisions of clauses (i), (ii) and (iii) above are not sufficient to transfer all of the benefits of such SDTS Oncor Nontransferable Rights (other than legal title), take such actions as are reasonably required to transfer all of the benefits of such SDTS Oncor Nontransferable Rights (other than legal title) to SDTS AssetCoContributee.

Nontransferable Rights. SDTS SU shall use commercially reasonable efforts to obtain, at the earliest reasonably practicable date prior to the Closing Date, the Consents and Approvals required in order to allocate to SDTS SU AssetCo all rights and interests of SDTS SU or its Affiliates under (a) the Contributed Warranties, and (b) the SDTS Real Property Agreements and (c) the Contracts and Permits included in the SDTS SU Assets (collectively, the “SDTS SU Required Authorizations”), including the SDTS SU Required Authorizations identified in Section 12.06(b12.06(c) of the disclosure schedule delivered by SDTS SU to Oncor pursuant to the SDTS-SU-Oncor Merger Agreement. In the event that any SDTS SU Required Authorization shall not be obtained by SDTS SU prior to the Closing Date, SDTS SU agrees that it will provide to SDTS SU AssetCo on the Closing Date a list of each such Contributed Warranty, SDTS Real Property Agreement, Contract and Permit (each, together with any Contributed Warranty identified to SDTS SU by SDTS SU AssetCo following Closing as requiring a Consent or Approval, whether due to a dispute by SDTS SU AssetCo with any manufacturer, seller, supplier or other Person regarding the effectiveness of the allocation of any Contributed Warranty pursuant to this Agreement or otherwise, an “SDTS SU Nontransferable Right”) that cannot be allocated at the Closing without obtaining such SDTS SU Required Authorizations and will continue to use commercially reasonable efforts to (X) obtain Consents and Approvals or (Y) with respect to the Contributed Warranties and if requested by SDTS SU AssetCo or the applicable counterparty, enter into a written assignment of such Contributed Warranties to SDTS SU AssetCo, in each case as promptly as reasonably practicable after the Closing Date, with respect to such SDTS SU Nontransferable Rights; provided, that, from and after the Closing Date, until such time as each such SDTS SU Required Authorization is obtained, SDTS SU shall continue to hold such SDTS SU Nontransferable Rights and provide SDTS SU AssetCo with the uninhibited benefits under or in respect of all SDTS SU Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SDTS SU AssetCo of SDTSSU’s obligations thereunder. Without limiting the generality of the foregoing, if and so long as any SDTS SU Required Authorization for the transfer and assignment of any SDTS SU Nontransferable Right has not been obtained, SDTS SU shall, at SDTS SU AssetCo’s expense, (i) hold any such SDTS SU Nontransferable Rights in trust for the use and benefit of SDTS SU AssetCo, (ii) provide SDTS SU AssetCo with such benefits under or in respect of such SDTS SU Nontransferable Rights as will not result in a violation or breach of, or constitute a default under, the terms thereof, including enforcement for the account of SDTS SU AssetCo of any and all rights of SDTS SU in respect of Claims that SDTS SU may now or hereafter have against any other party thereto, whether arising from the breach or cancellation thereof or otherwise, (iii) to the extent that such action will not result in a breach or violation of, or default under, the terms of such SDTS SU Nontransferable Rights, transfer to SDTS SU AssetCo all assets and rights, including all monies, received in respect of such SDTS SU Nontransferable Rights and (iv) to the extent that the provisions of clauses (i), (ii) and (iii) above are not sufficient to transfer all of the benefits of such SDTS SU Nontransferable Rights (other than legal title), take such actions as are reasonably required to transfer all of the benefits of such SDTS SU Nontransferable Rights (other than legal title) to SDTS SU AssetCo.