Common use of Consents; Restriction on Assignment Clause in Contracts

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the assignment of one or more portions of the Contracts without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which is not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the Partnership's rights with respect to such portion of the Contracts (herein called a "Restriction"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the Contracts (herein called the "Restriction-Asset") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction if so satisfied, waived or no longer applies, to the extent permitted by applicable law and any applicable contractual provisions, the assignment of the Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of the Partnership or the Company. The Company and the Partnership agree to use their best efforts to obtain satisfaction of any Restriction on a timely basis. The description of any portion of the Contracts as a Restriction-Asset shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the Contracts. In the event that any Restriction-Asset exists, the Company agrees to hold such Restriction-Asset in trust for the exclusive benefit of the Partnership and to otherwise use its best efforts to provide the Partnership with the benefits thereof, and the Company will enter into other agreements, or take such other action as it deems necessary, in order to help ensure that the Partnership has the agreements and concomitant rights necessary to enable it to operate under the Contracts assigned to the Partnership in all material respects as they were operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions ----------------------------------- against or conditions to the assignment conveyance of one or more portions of the Contracts any assets conveyed herein without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which is if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the PartnershipOperating Company's rights with respect to such portion of the Contracts assets (herein called a "Restriction"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the Contracts asset (herein called the "Restriction-Asset") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction if is so satisfied, waived or no longer applies, to the extent permitted by applicable law and any applicable contractual provisions, the assignment of the Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of the Partnership Operating Company, Old Services or the CompanyGeneral Partner. The Company Old Services, the General Partner and the Partnership Operating Company agree to use their best efforts to obtain satisfaction of any Restriction on a timely basis. The description of any portion of the Contracts assets as a "Restriction-Asset Asset" shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the Contractsassets. In the event that any Restriction-Asset exists, Old Services and the Company agrees General Partners, as the case may be, agree to hold such Restriction-Asset in trust for the exclusive benefit of the Partnership Operating Company and to otherwise use its best efforts to provide the Partnership Operating Company with the benefits thereof, and the Company General Partner will enter into other agreements, or take such other action as it deems necessary, in order to help ensure that the Partnership Operating Company has the agreements assets and concomitant rights necessary to enable it to operate under the Contracts assigned General Partner Assets contributed to the Partnership Operating Company in all material respects as they were operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions ----------------------------------- against or conditions to the assignment conveyance of one or more portions of the Contracts any assets conveyed herein without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which is if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the PartnershipOperating Company's rights with respect to such portion of the Contracts assets (herein called a "Restriction"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the Contracts asset (herein called the "Restriction-Asset") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction if is so satisfied, waived or no longer applies, to the extent permitted by applicable law and any applicable contractual provisions, the assignment of the Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of the Partnership Operating Company, Old Services or the CompanyGeneral Partner. The Company Old Services, the General Partner and the Partnership Operating Company agree to use their best efforts to obtain satisfaction of any Restriction on a timely basis. The description of any portion of the Contracts assets as a "Restriction-Asset Asset" shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the Contractsassets. In the event that any Restriction-Asset exists, Old Services and the Company agrees General Partner, as the case may be, agree to hold such Restriction-Asset in trust for the exclusive benefit of the Partnership Operating Company and to otherwise use its best efforts to provide the Partnership Operating Company with the benefits thereof, and Old Services and the Company General Partner will enter into other agreements, or take such other action as it deems necessary, in order to help ensure that the Partnership Operating Company has the agreements assets and concomitant rights necessary to enable it to operate under the Contracts assigned General Partner Assets contributed to the Partnership Operating Company in all material respects as they were operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions ----------------------------------- against or conditions to the assignment conveyance of one or more portions of the Contracts Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which is if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the Partnership's Star Gas' rights with respect to such portion of the Contracts Assets (herein called a "Restriction"), then Restriction"),then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the Contracts Assets (herein called the "Restriction-Asset") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction if is so satisfied, waived or no longer applies, to the extent permitted by applicable law and any applicable contractual provisions, the assignment of the Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of the Partnership or the CompanyStar Gas. The Company Star Gas and the Partnership Petro agree to use their best efforts to obtain satisfaction of any Restriction on a timely basis. The description of any portion of the Contracts Assets as a "Restriction-Asset Asset" shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the ContractsAssets. In the event that any Restriction-Asset exists, the Company Petro agrees to hold such Restriction-Restriction Asset in trust for the exclusive benefit of the Partnership Star Gas and to otherwise use its best efforts to provide the Partnership Star Gas with the benefits thereof, and the Company Petro will enter into other agreements, or take such other action as it deems necessary, in order to help ensure that the Partnership Star Gas has the agreements assets and concomitant rights necessary to enable it to operate under the Contracts assigned Assets contributed to the Partnership Star Gas in all material respects as they were operated prior to described in the Effective TimeProspectus contained in and made a part of the Registration Statement on Form S-1 File No. 33-9840 filed by the MLP.