Assignment by Charterer. Except with approval (such approval not to be unreasonably withheld or delayed), the Charterer shall not assign or otherwise dispose of its rights under the Charter.
Assignment by Charterer. Charterer may freely assign this Charter to an Affiliate, upon notice to, but without requiring the consent of, Owner; provided that: (i) such assignee delivers to Owner its written undertaking to be bound by and perform all obligations of Charterer under this Charter, as if it were the Initial Charterer; (ii) any Charterer Security remains in full force and effect and is made expressly applicable to such assignee; and (if applicable) (iii) any securities then held by Charterer as referred in section 8.11(m) are also transferred at the same time to such assignee. Any such assignment to an Affiliate of Charterer shall serve as a novation of this Charter, such that said assignee shall be deemed to be the Charterer for all purposes and the Initial Charterer shall be relieved of liability for performance of its obligations hereunder. Any assignment other than as permitted above shall require Owner’s consent, which shall not be unreasonably withheld.
Assignment by Charterer. (a) If Total E&P Nigeria Limited assigns or transfers any of its rights or obligations as the Charterer under the Scirocco Charter to any other Current Participant in accordance with the terms of the Scirocco Charter, Pacific Scirocco Ltd. shall notify the Intercreditor Agent within five Business Days of Pacific Scirocco Ltd. receiving notice (or otherwise becoming aware) of such assignment or transfer.
(b) If Petrobras assigns or transfers any of its rights or obligations as the charterer under the Mistral Drilling Contract to a Petrobras Affiliate other than a Qualifying Petrobras Affiliate, then Pacific Mistral Ltd. shall notify the Intercreditor Agent within five Business Days of Pacific Mistral Ltd. receiving notice (or otherwise becoming aware) of such assignment or transfer.
(c) If the Intercreditor Agent has not (acting on the instruction of the Lenders) within 95 days after receipt by Pacific Scirocco Ltd. of notice of an assignment or transfer (referred to in paragraph (a) above), approved the relevant Current Participant as satisfactory to it as an Acceptable Charterer, and unless the Lenders otherwise agree, the participation of each Lender in each outstanding Loan under the Scirocco Term Loan, together with accrued interest, and all other amounts accrued under the Finance Documents in respect of the Scirocco Term Loan immediately shall be due and payable by the Borrowers in accordance with Clause 5.15.
(d) If the Intercreditor Agent has not (acting on the instruction of the Lenders) within 95 days after receipt by Pacific Mistral Ltd. of notice of an assignment or transfer (referred to in paragraph (b) above), approved the relevant Petrobras Affiliate as satisfactory to it as an Acceptable Charterer together with Pacific Drillship S.à x.x. and unless the Lenders otherwise agree, the participation of each Lender in each outstanding Loan under the Mistral Term Loan, together with accrued interest, and all other amounts accrued under the Finance Documents in respect of the Mistral Term Loan immediately shall be due and payable by the Borrowers in accordance with Clause 5.15.
Assignment by Charterer. The Charterer shall not assign or transfer (whether by novation or otherwise) its rights and/or obligations under this Guarantee except with the Owner’s prior written consent.
Assignment by Charterer. 19.1 No assignment, subcharter or sublease of this Charter Party or of any right or obligation hereunder whatsoever may be made by Charterer without the prior written consent of Owner. In the event of any such assignment or subcharter or sublease, Charterer shall continue to remain liable hereunder notwithstanding such assignment or subcharter or sublease, although Owner may have consented thereto.
Assignment by Charterer. Charterer may not assign its rights and obligations under this Charter to any other Person except:
(i) to an Affiliate of Charterer (in respect of which, at the time of the assignment, there is no intention or expectation that it will cease to be an Affiliate) or to a Co-Venturer;
(ii) to any party other than an Affiliate of Charterer or Co-Venturer with the prior written consent of Owner, which shall not be unreasonably withheld or unduly delayed, or
(iii) in accordance with the assignment of purchase right and Option provisions in Article 15 above. Any assignment referred to in this Clause 24.1 shall be subject to the further condition that the assignee shall perform all the obligations of Charterer under this Charter from the effective date of the assignment and that such assignee shall execute the QEL agreeing to perform Charterer’s obligations thereunder. Further, Charterer shall provide and keep in effect the Charterer Guarantee or shall cause equivalent security to be furnished with respect to the assignee’s obligations hereunder. Notwithstanding any provision to the contrary contained in this Charter, no prior consent shall be required in the event of a corporate merger or consolidation or sale of stock or other conveyance where the principal effect of such transaction is the change of control or corporate merger or consolidation of the ultimate owner of either Party with or into another entity, provided that: (a) the resulting entity is of the same or better credit rating than the Charterer, as determined by Standard & Poor’s Rating Services or by Xxxxx’x Investors Services immediately after such merger or consolidation, and such entity agrees to obtain and provide a guaranty in a substantially similar format to that provided by Charterer; and (b) the resulting entity enters into an identical QEL with the Owner’s Lenders.
