Common use of Nontransferable Rights Clause in Contracts

Nontransferable Rights. 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 SU AssetCo all rights and interests of SU or its Affiliates under (a) the Contributed Warranties, and (b) the Contracts and Permits included in the SU Assets (collectively, the “SU Required Authorizations”), including the SU Required Authorizations identified in Section 12.06(c) of the disclosure schedule delivered by SU to Oncor pursuant to the SDTS-SU-Oncor Merger Agreement. 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 SU AssetCo on the Closing Date a list of each such Contributed Warranty, Contract and Permit (each, together with any Contributed Warranty identified to SU by SU AssetCo following Closing as requiring a Consent or Approval, whether due to a dispute by 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 “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 and Approvals or (Y) with respect to the Contributed Warranties and if requested by SU AssetCo or the applicable counterparty, enter into a written assignment of such Contributed Warranties to SU AssetCo, 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 SU AssetCo with the uninhibited benefits under or in respect of all SU Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SU AssetCo 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 SU AssetCo’s expense, (i) hold any such SU Nontransferable Rights in trust for the use and benefit of SU AssetCo, (ii) provide SU AssetCo 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 SU AssetCo 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 SU AssetCo 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 SU AssetCo.

Nontransferable Rights. SU 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 SU SDTS AssetCo all rights and interests of SU SDTS or its Affiliates under (a) the Contributed Warranties, (b) the SDTS Real Property Agreements and (bc) the Contracts and Permits included in the SU SDTS Assets (collectively, the “SU SDTS Required Authorizations”), including the SU SDTS Required Authorizations identified in Section 12.06(c12.06(b) of the disclosure schedule delivered by SU SDTS to Oncor pursuant to the SDTS-SU-Oncor Merger Agreement. In the event that any SU SDTS Required Authorization shall not be obtained by SU SDTS prior to the Closing Date, SU SDTS agrees that it will provide to SU 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 SU SDTS by SU SDTS AssetCo following Closing as requiring a Consent or Approval, whether due to a dispute by SU 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 “SU SDTS Nontransferable Right”) that cannot be allocated at the Closing without obtaining such SU 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 SU SDTS AssetCo or the applicable counterparty, enter into a written assignment of such Contributed Warranties to SU SDTS AssetCo, in each case as promptly as reasonably practicable after the Closing Date, with respect to such SU SDTS Nontransferable Rights; provided, that, from and after the Closing Date, until such time as each such SU SDTS Required Authorization is obtained, SU SDTS shall continue to hold such SU SDTS Nontransferable Rights and provide SU SDTS AssetCo with the uninhibited benefits under or in respect of all SU SDTS Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SU SDTS AssetCo of SUSDTS’s obligations thereunder. Without limiting the generality of the foregoing, if and so long as any SU SDTS Required Authorization for the transfer and assignment of any SU SDTS Nontransferable Right has not been obtained, SU SDTS shall, at SU SDTS AssetCo’s expense, (i) hold any such SU SDTS Nontransferable Rights in trust for the use and benefit of SU SDTS AssetCo, (ii) provide SU SDTS AssetCo with such benefits under or in respect of such SU 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 SU SDTS AssetCo of any and all rights of SU SDTS in respect of Claims that SU 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 SU SDTS Nontransferable Rights, transfer to SU SDTS AssetCo all assets and rights, including all monies, received in respect of such SU 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 SU SDTS Nontransferable Rights (other than legal title), take such actions as are reasonably required to transfer all of the benefits of such SU SDTS Nontransferable Rights (other than legal title) to SU 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 Consents consent and Approvals approvals required in order to allocate to SU AssetCo 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 SU NTX Assets (collectively, the “SU Required Authorizations”), including the SU Required Authorizations identified in Section 12.06(c) of the disclosure schedule delivered by SU to Oncor pursuant to the SDTS-SU-Oncor Merger Agreement. 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 SU AssetCo 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 SU AssetCo SDTS following Closing as requiring a Consent or Approval, whether due to a dispute by SU AssetCo 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 and or Approvals or (Y) with respect to the NTX Contributed Warranties and if requested by SU AssetCo SDTS or the applicable counterparty, enter into a written assignment of such NTX Contributed Warranties to SU AssetCoSDTS, 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 SU AssetCo SDTS to the greatest extent possible with the uninhibited benefits under or in respect of all SU Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SU AssetCo 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 SU AssetCoSDTS’s expense, (i) hold any such SU Nontransferable Rights in trust for the use and benefit of SU AssetCoSDTS, (ii) provide SU AssetCo 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 SU AssetCo 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 SU AssetCo 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 SU AssetCoSDTS.

Nontransferable Rights. SU 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 SU AssetCo Contributee all rights and interests of SU Contributor or its Affiliates under (a) the Contributed Warranties, (b) the Oncor Real Property Agreements and (bc) the Contracts and Permits included described in the SU Assets Section 4 of Schedule A hereto (collectively, the “SU Oncor Required Authorizations”), including the SU Oncor Required Authorizations identified in Section 12.06(c12.06(a) of the disclosure schedule delivered by SU Oncor to Oncor SDTS pursuant to the SDTS-SU-Oncor Merger Agreement. In the event that any SU Oncor Required Authorization shall not be obtained by SU Contributor prior to the Closing Date, SU Contributor agrees that it will provide to SU AssetCo Contributee on the Closing Date a list of each such Contributed Warranty, Oncor Real Property Agreement, Contract and Permit (each, together with any Contributed Warranty identified to SU Contributor by SU AssetCo Contributee following Closing as requiring a Consent or Approval, whether due to a dispute by 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 “SU Oncor Nontransferable Right”) that cannot be allocated transferred and assigned at the Closing without obtaining such SU 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 SU AssetCo or the applicable counterpartyApprovals, enter into a written assignment of such Contributed Warranties to SU AssetCo, in each case as promptly as reasonably practicable after the Closing Date, with respect to such SU Oncor Nontransferable Rights; provided, that, that from and after the Closing Date, Date until such time as each such SU Required Authorization is obtained, SU Contributor shall continue to hold such SU Oncor Nontransferable Rights and provide SU AssetCo Contributee with the uninhibited benefits under or in respect of all SU Oncor Nontransferable Rights, subject, in the case of any Contract or Permit, to the assumption by SU AssetCo Contributee of SUContibutor’s obligations thereunder. Without limiting the generality of the foregoing, if and so long as any SU Oncor Required Authorization for the transfer and assignment of any SU Oncor Nontransferable Right Rights has not been obtained, SU the Contributor shall, at SU AssetCoContributee’s expense, (i) hold any such SU Oncor Nontransferable Rights in trust for the use and benefit of SU AssetCothe Contributee, (ii) provide SU AssetCo the Contributee with such benefits under or in respect of such SU 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 SU AssetCo the Contributee of any and all rights of SU the Contributor in respect of Claims that SU 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 SU Oncor Nontransferable Rights, transfer to SU AssetCo the Contributee all assets and rights, including all monies, received in respect of such SU 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 SU Oncor Nontransferable Rights (other than legal title), take such actions as are reasonably required to transfer all of the benefits of such SU Oncor Nontransferable Rights (other than legal title) to SU AssetCoContributee.