Common use of Notwithstanding Section 2 Clause in Contracts

Notwithstanding Section 2. 2(a), this Agreement shall not constitute an agreement to assign any benefit plan or agreement, or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of another party thereto, would constitute a default or violation thereof, or upon transfer would in any way adversely affect the rights of the General Partner under such benefit plan, agreement, claim or right. If any transfer or assignment by the Operating Company to the General Partner, or any assumption by the General Partner of, any interest in, or liability, obligation or commitment under, any benefit plan, agreement, claim or right requires the consent of another party, then such transfer or assignment or assumption shall be made subject to such consent being obtained. If any such consent is not obtained prior to the Effective Time, the Parties shall use commercially reasonable efforts to secure such consent as promptly as practicable after the Effective Time (which efforts shall not require the payment of any consideration).