Common use of Binding Effect; Assignment; No Third Party Benefit Clause in Contracts

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party, except that any Buyer may assign to any Person in which Kestrel is the sole owner, or to any other Affiliate of Buyer, any of such Buyer’s rights, interests, or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties and their respective successors heirs, permitted successors, and permitted assigns, and by their signatures hereto, each of the Parties intends to and does hereby become bound. Except as otherwise to the extent expressly provided in this Agreement (including the rights of the Investor Group pursuant to Section 6.2(a) and of the Company Group pursuant to Section 6.2(b)), nothing in this Agreement is intended or shall be construed to give any Person other than the Parties and their respective heirs, permitted successors, and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision of this Agreement; provided that only a Party and its successors and permitted assigns will have the right to enforce the provisions of this Agreement on its own behalf or on behalf of any of its related Investor Group or Company Group, neither as applicable (but shall not be obligated to do so). Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto Person without the prior written consent of the other party, except Parties; provided that any Buyer may assign to any Person in which Kestrel is the sole owner, or to any other Affiliate of Buyer, any of such Buyer’s rights, interests, or obligations hereunderCompany may, upon written notice to the Partnership other Parties, but assign its rights, interests or obligations under this Agreement, in whole or in part, to the Company’s or its Affiliates’ debt financing sources for collateral security purposes; provided, however, that any such assignment shall not in relieve any way relieve such Buyer Party of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreementhereunder.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other partyparties, except that any Buyer may assign to any Person partnership in which Kestrel Rainwater, Inc. is the sole ownermanaging partner, or to any other Affiliate member of Buyerthe Buyer Group, any of such Buyer’s 's rights, interests, or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreementother party or parties. Prior to the Closing, any assignee of an the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE Article IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, interests or obligations hereunder shall be assigned by any either of the parties hereto without the prior written consent of the other party, except that any that, upon not less than two (2) business days prior notice to Sellers, Buyer may assign designate any one or more of the Affiliates of Buyer to any Person in which Kestrel is the sole owner, or to any other Affiliate of Buyer, any of such Buyer’s rights, interests, or obligations hereunder, upon notice take title to the Partnership PartiesAssets at the Closing, but provided that no such assignment designation shall not in any way relieve such Buyer of any of its obligations hereunder and Buyer shall nevertheless execute all related closing documents including the assumption under this Agreement. Prior the ▇▇▇▇ of Sale and all of the Primary Ancillary Agreements to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as which it is intended to be a Buyerparty. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IXArticle X, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors permitted successors, permitted assigns and legal representatives. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective permitted assignssuccessors, permitted assigns or legal representatives any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by the Purchaser or the Seller to any of the parties hereto person, without the prior written consent of the other party; provided, except however, that the Seller will not unreasonably withhold its consent to an assignment by Purchaser of its rights and obligations under this Agreement to an affiliate provided further that (i) any Buyer may assign to any Person in which Kestrel is the sole owner, or to any other Affiliate of Buyer, any of such Buyer’s rights, interests, or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any the Purchaser of its obligations hereunder, (ii) such assignment is pursuant to an effective registration statement, or an exemption from registration, under this Agreement. Prior the Securities Act and the applicable laws of any state or other jurisdiction and (iii) such assignee provides representations and covenants to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided Seller comparable to those contained in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement4.6.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interestsinterest, or obligations hereunder shall be assigned by any of the parties hereto Party without the prior written consent of the other partyParty. Notwithstanding anything herein provided to the contrary, except Sellers acknowledge and agree that Buyer shall have the right to assign all or any Buyer may assign portion of or interest in this Agreement to any Person in which Kestrel is the sole owner, or to any other Affiliate of Buyer, any of such Buyer’s rights, interests, or obligations hereunder, upon notice to the Partnership Parties, but such assignment ; provided that nothing herein shall not in any way relieve such Buyer of from any of its obligations under this Agreement. Prior hereunder and that Buyer unconditionally guarantees performance of all actions hereunder and payment of all amounts required to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyerbe paid hereunder. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IXArticle XII, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties heretoParties, and their respective heirs, legal representatives, successors, successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall will be binding upon and inure to the benefit of Sellers, the parties hereto Company and Buyer and their respective successors legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any of the parties hereto to this Agreement without the prior written consent of the other parties, which consent may be withheld in such party’s sole judgment; provided, except however, that Buyer may, upon prior written notice to Sellers, assign this Agreement and any Buyer may assign or all rights or obligations hereunder to any Person in which Kestrel is the sole owner, or to any other an Affiliate of Buyer, provided that such assignment (x) shall not affect any obligations of such ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partner, L.P. pursuant to the Buyer’s rightsParent Guaranty, interests, or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall (y) will not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to , and (z) will not result in a delay of the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) 8.6 and ARTICLE IXArticle XI, nothing in this Agreement, express or implied, is intended to or shall will confer upon any person Person other than the parties heretoto this Agreement, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto either Party without the prior written consent of the other partyParty, except that any Buyer may which shall not be unreasonably withheld. This Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns. Notwithstanding, each Party may, without the other Party's consent, assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to any Person in which Kestrel is the sole ownerpurchaser of all or substantially all of its assets or shares, or to any other Affiliate of Buyer, successor corporation resulting from any merger or consolidation of such Buyer’s rightsParty with or into such corporation, interests, or obligations hereunder, upon notice provided that any such assignee agrees in writing to be bound by the Partnership Parties, but such assignment shall not in any way relieve such Buyer terms of any of its obligations under this Agreement. Prior Nothing contained herein shall be interpreted or deemed to require the consent of the Seller for any transaction or grant of rights in and to the Assets following the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IX, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties Parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other partyparties, except that any Buyer may assign to any Person in which Kestrel is the sole owner, or to wholly owned subsidiary of Buyer any other Affiliate of Buyer, any of such Buyer’s 's rights, interests, or obligations hereunder, upon notice to the Partnership Partiesother party or parties, but provided that no such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyerhereunder. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IXArticle X, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement. In the event the transactions contemplated hereby are consummated, nothing in this Section 11.3 shall render the Seller Employment Agreement and the Chri▇▇▇ ▇▇▇loyment Agreement unenforceable.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall will be binding upon and inure to the benefit of Sellers, the parties hereto Companies and Buyer and their respective successors legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any of the parties hereto to this Agreement without the prior written consent of the other parties, which consent may be withheld in such party’s sole judgment; provided, except however, without the consent of Sellers or any Company (but effective only upon written notice to Sellers and the Companies accompanied by a fully executed copy of the assignment), Buyer may, without relieving it of its obligations hereunder, (a) assign this Agreement and its rights and obligations to any one or more Affiliates of Buyer that any agree in writing to assume all obligations and liabilities of Buyer may under this Agreement and/or (b) collaterally assign this Agreement to any Person in which Kestrel is the sole owner, or providing financing to any other Affiliate of Buyer, any of such Buyer’s rights, interests, or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) 8.6 and ARTICLE IXArticle XI, nothing in this Agreement, express or implied, is intended to or shall will confer upon any person Person other than the parties heretoto this Agreement, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other partyparties, except that any after payment in full of the Promissory Notes, Buyer may assign to any Person in which Kestrel is the sole owner, or to wholly owned subsidiary of Buyer any other Affiliate of Buyer, any of such Buyer’s 's rights, interests, or obligations hereunder, upon notice to the Partnership Partiesother party or parties, but provided that no such assignment shall not in relieve any way relieve such Buyer of any party of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyerhereunder. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IXArticle XI, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other party; provided, except however, that any Buyer upon written notice to GNAC, R▇▇▇ LLC may assign all or any portion of R▇▇▇ LLC’s rights and obligations under this Agreement to any Person (i) R▇▇▇, (ii) GMSP, or (iii) a legal entity controlled by R▇▇▇ and in which Kestrel is he holds a majority of the sole ownereconomic interest (each, or “Permitted Assignee”), provided that (i) such Permitted Assignee shall assume in writing all of R▇▇▇ LLC’s obligations to GNAC, and (ii) notwithstanding such assumption, neither R▇▇▇ LLC nor R▇▇▇ shall be released from any other Affiliate of Buyer, any of such Buyer’s rights, interests, liabilities or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IX, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other party; provided, except however, that any Buyer upon written notice to GNAC, S▇▇▇▇▇▇▇▇ may assign all or any portion of S▇▇▇▇▇▇▇▇’▇ rights and obligations under this Agreement to any Person (i) R▇▇▇, (ii) GMSP, or (iii) a legal entity controlled by S▇▇▇▇▇▇▇▇ and in which Kestrel is he holds a majority of the sole ownereconomic interest (each, or “Permitted Assignee”), provided that (i) such Permitted Assignee shall assume in writing all of S▇▇▇▇▇▇▇▇’▇ obligations to GNAC, and (ii) notwithstanding such assumption, S▇▇▇▇▇▇▇▇ shall not be released from any other Affiliate of Buyer, any of such Buyer’s rights, interests, liabilities or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IX, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, which consent may be withheld in such party’s sole judgment; provided, except however, that any Buyer may collaterally assign this Agreement to any Person in which Kestrel is the sole owner, or sources of financing solely to any other Affiliate of Buyer, any of such secure Buyer’s rights, interests, or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under any credit arrangements entered into in connection with this AgreementAgreement (and any refinancing or substitutions thereof). Prior to Any assignment in violation of the foregoing shall be null and void; and provided, further, that after the Closing, any assignee party hereto may assign its right to receive any benefit hereunder to any of an initial Buyer executing this Agreement shallits Affiliates without the consent of the other parties but, upon for the avoidance of doubt, no such assignment, execute this Agreement as a Buyerassignment shall relieve the duties and obligations of the assigning party. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE Article IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement and the Ancillary Agreements shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. Except as otherwise expressly assigns provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any of the parties hereto without the prior written consent of the other party, Party except that any Buyer may assign any or all of its rights, interests and obligations under this Agreement (i) before or after the Closing, to any Person in which Kestrel is Affiliate and (ii) after the sole ownerClosing, or to any other Affiliate of BuyerPerson, provided that, with respect to subsections (i) and (ii), any such Affiliate or Person, as applicable, agrees in writing to be bound by all of such Buyer’s rightsthe terms, interests, or obligations hereunder, upon notice to the Partnership Partiesconditions and provisions contained in this Agreement, but no such assignment shall not in any way relieve such Buyer of any of its obligations under this AgreementAgreement if such assignee does not perform such obligations. Prior Without limiting the generality of the foregoing, if requested by Buyer, Sellers agree to cause the Closing, Units or any assignee of an initial portion thereof at Closing to be transferred to any Person Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyermay direct. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IXherein, nothing in this Agreement, express or implied, Agreement is intended to or shall confer upon any person Person other than the parties hereto, Parties and their respective heirs, legal representatives, successors, successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other party; provided, except however, that any upon written notice to GNA, Buyer may assign all or any portion of Buyer's rights and obligations under this Agreement to any Person in a limited partnership of which Kestrel Buyer is the sole owner, or to any other Affiliate general partner and holds a majority of the economic interest therein (a "Permitted Assignee") provided that (i) such Permitted Assignee shall assume in writing all of Buyer's obligations to GNA, and (ii) notwithstanding such assumption, Buyer shall not be released from any of such Buyer’s rights, interests, liabilities or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) 6.8 and ARTICLE IXArticle X, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, which consent may be withheld in such party’s sole judgment; provided, except that however, that, without the consent of any party hereto but upon written notice to Sellers’ Representative, Buyer may shall have the right to assign or otherwise transfer this Agreement or its rights and obligations in whole or in part to any Person in which Kestrel is the sole owner, or to any other an Affiliate of Buyer, any of such Buyer’s rights, interests, or obligations hereunder, upon notice to the Partnership Parties, but no such assignment or other transfer shall not in any way relieve such Crosstex Energy Services, L.P. from the obligations of Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyerhereunder. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) 9.3 and ARTICLE IXArticle XII, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other party; provided, except however, that any upon written notice to GNA, Buyer may assign all -------- or any portion of Buyer's rights and obligations under this Agreement to any Person in either (i) a limited partnership of which Kestrel Buyer is the sole ownergeneral partner and holds a majority of the economic interest therein or (ii) ING Pilgrim Capital Corporation for the benefit of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (a "Permitted Assignee") provided that notwithstanding such assumption, or to Buyer shall not be released from -------- any other Affiliate of Buyer, any of such Buyer’s rights, interests, liabilities or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) 6.3(g), Section 6.14 and ARTICLE IXArticle X, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other party; provided, except however, that any Buyer upon written notice to GNAC, GMSP may assign all or any portion of GMSP’s rights and obligations under this Agreement to any Person (i) R▇▇▇, (ii) S▇▇▇▇▇▇▇▇, (iii) partners in GMSP receiving GNAC securities in a distribution by GMSP to its partners or (iv) a limited partnership of which Kestrel GMSP is the sole ownergeneral partner and holds a majority of the economic interest therein (each, or “Permitted Assignee”), provided that (i) such Permitted Assignee shall assume in writing all of GMSP’s obligations to GNAC, and (ii) notwithstanding such assumption, GMSP shall not be released from any other Affiliate of Buyer, any of such Buyer’s rights, interests, liabilities or obligations hereunder, upon notice to the Partnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer. Except as provided in Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IX, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.