Common use of Assignment by Generator Clause in Contracts

Assignment by Generator. 16.1.1 EXCEPT AS EXPRESSLY PERMITTED BELOW OR OTHERWISE AGREED TO BY THE PARTIES, GENERATOR SHALL NOT ASSIGN, TRANSFER, DELEGATE OR ENCUMBER THIS AGREEMENT AND/OR ANY OR ALL OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT AND ANY ASSIGNMENT, TRANSFER, DELEGATION OR ENCUMBERING BY GENERATOR (EXCEPT AS PERMITTED BELOW) SHALL BE NULL AND VOID. Notwithstanding the foregoing, so long as Generator is not in default under or breach of this Agreement, upon prior written notice to Alabama Power, Generator may collaterally assign its rights, interests and obligations under this Agreement to its lender or an agent for the benefit of its lenders providing financing or refinancing for the design, construction or operation of Generator's Facility in Autauga County, Alabama (a "Permitted Financing Assignee"); provided, however, that GENERATOR'S RIGHTS AND OBLIGATIONS (FINANCIAL OR OTHERWISE) UNDER THIS AGREEMENT SHALL CONTINUE IN THEIR ENTIRETY IN FULL FORCE AND EFFECT AS THE RIGHTS AND OBLIGATIONS OF A PRINCIPAL AND NOT AS A SURETY. Generator may collaterally assign its rights, interests and obligations hereunder to multiple Permitted Financing Assignees, but only if those Permitted Financing Assignees designate one agent to act for them collectively under this Agreement. 16.1.2 Alabama Power shall, upon serving Generator any notice of Default or the termination of this Agreement, also serve a copy of such notice upon the Permitted Financing Assignee or, in the case of multiple Permitted Financing Assignees, the agent of those Permitted Financing Assignees. No notice of Default purporting to terminate this Agreement shall be deemed to have been given unless and until a copy thereof shall have been given to the Permitted Financing Assignee or the agent for multiple Permitted Financing Assignees. A Permitted Financing Assignee shall be entitled to cure any Default during any cure period provided herein. 16.1.3 The Permitted Financing Assignee shall not be entitled to assign or transfer this Agreement to any purchaser in foreclosure, purchaser in lieu of foreclosure or similar purchaser or transferee ("Purchaser in Foreclosure") unless and until such Purchaser in Foreclosure has (i) executed and delivered to Alabama Power and is in compliance with an agreement in form and substance acceptable to Alabama Power whereby such Purchaser in Foreclosure assumes and agrees to pay and perform all then outstanding and thereafter arising obligations of Generator under this Agreement and (ii) established to Alabama Power's reasonable satisfaction that such Purchaser in Foreclosure has all licenses, permits and approvals and financial and technical wherewithal as may be required to execute, deliver and perform such agreement. Notwithstanding the foregoing, all obligations of Generator to Alabama Power under this Agreement incurred prior to the time the Purchaser in Foreclosure fully assumes this Agreement shall also be and remain enforceable by Alabama Power against Generator. Any assignment to a Purchaser in Foreclosure shall be subject to Alabama Power's rights hereunder. 16.1.4 So long as Generator is not in Default under or breach of this Agreement, upon prior written notice to Alabama Power, Generator may absolutely assign all, but not less than all, of its rights, interests and obligations under this Agreement to another generator ("Outright Assignee") provided however, that Generator's obligations under this Agreement shall continue and Alabama Power shall have no obligations to such Outright Assignee unless and until such Outright Assignee has (i) executed and delivered to Alabama Power and is in compliance with an agreement in form and substance reasonably acceptable to Alabama Power whereby such Outright Assignee assumes and agrees to pay and perform all thereafter arising obligations of Generator under this Agreement and (ii) established to Alabama Power's reasonable satisfaction that such Outright Assignee has all licenses, permits and approvals and financial and technical wherewithal as may be required to execute, deliver and perform such agreement. Any assignment to an Outright Assignee shall be subject to Alabama Power's rights hereunder. 16.1.5 Generator shall indemnify, defend and hold harmless Alabama Power and its Persons Indemnified from and against any and all losses, liabilities, obligations, claims, demands, damages, penalties, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, howsoever and by whomsoever asserted, arising out of or in any way connected with any collateral, outright or other assignment by Generator or any foreclosure or other exercise of remedies by the Permitted Financing Assignee of this Agreement or Generator's or the Permitted Financing Assignee's rights or interests under this Agreement. Notwithstanding any other provision of this Section 16.1, Generator shall not be obligated to indemnify and hold harmless Alabama Power from and against any loss, liability, obligation, claim, demand, damage, penalty, judgment, cost or expense to the extent caused by the sole negligence or willful misconduct Alabama Power or its

Assignment by Generator. 16.1.1 (a) EXCEPT AS EXPRESSLY PERMITTED BELOW OR OTHERWISE AGREED TO BY THE PARTIESBELOW, GENERATOR SHALL NOT DIRECTLY OR INDIRECTLY ASSIGN, TRANSFER, DELEGATE OR ENCUMBER THIS AGREEMENT AND/OR ANY OR ALL OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT AND ANY ASSIGNMENT, TRANSFER, DELEGATION OR ENCUMBERING BY GENERATOR (EXCEPT AS PERMITTED BELOW) SHALL BE NULL AND VOIDVOIDABLE AT ALABAMA POWER’S OPTION. Notwithstanding the foregoing, so long as Generator is not in default under or in breach of this Agreement, upon prior written notice to Alabama Power, Generator may collaterally assign its rights, interests and obligations under this Agreement to its lender or an agent for the benefit of its lenders providing financing or refinancing for the design, construction or operation of Generator's Facility ’s facility near Moundville, Alabama in Autauga Xxxx County, Alabama (a "“Permitted Financing Assignee"”); provided, however, that GENERATOR'S RIGHTS AND ’S OBLIGATIONS (FINANCIAL OR AND OTHERWISE) UNDER THIS AGREEMENT SHALL CONTINUE IN THEIR ENTIRETY IN FULL FORCE AND EFFECT AS THE RIGHTS AND OBLIGATIONS OF A PRINCIPAL AND NOT AS A SURETY. Generator may collaterally assign shall remain fully liable for all of its rights, interests and obligations hereunder under or relating to multiple this Agreement. At no time shall there be more than one Permitted Financing Assignees, but only if those Permitted Financing Assignees designate one agent Assignee. Each such collateral assignment shall be subject to act for them collectively under this AgreementAlabama Power’s rights hereunder. 16.1.2 Alabama Power shall, upon serving Generator any notice of Default or the termination of this Agreement, also serve a copy of such notice upon the Permitted Financing Assignee or, in the case of multiple Permitted Financing Assignees, the agent of those Permitted Financing Assignees. No notice of Default purporting to terminate this Agreement shall be deemed to have been given unless and until a copy thereof shall have been given to the Permitted Financing Assignee or the agent for multiple Permitted Financing Assignees. A Permitted Financing Assignee shall be entitled to cure any Default during any cure period provided herein. 16.1.3 (b) The Permitted Financing Assignee shall not be entitled to assign foreclose or transfer this Agreement exercise its rights and remedies with respect to any collateral assignment permitted hereby unless and until the Permitted Financing Assignee has demonstrated to Alabama Power’s reasonable satisfaction that it is permitted to do so (and Alabama Power has not received notice of a claim or a court or regulatory order to the contrary) and the purchaser in at foreclosure, purchaser in lieu of foreclosure or similar purchaser or transferee ("“Purchaser in Foreclosure"”) unless and until such Purchaser in Foreclosure has (i) executed and delivered to Alabama Power and is in compliance with an agreement in form and substance reasonably acceptable to Alabama Power whereby such Purchaser in Foreclosure assumes and agrees to pay and perform all then outstanding and thereafter arising obligations of Generator (whether or not discharged in any bankruptcy proceeding) under this Agreement and Agreement, (ii) established to Alabama Power's ’s reasonable satisfaction that such Purchaser in Foreclosure has all power, authority, licenses, permits and approvals and financial and technical wherewithal as may be required to execute, deliver and perform such agreementagreement and satisfy all obligations thereunder, (iii) delivered a third party legal opinion reasonably acceptable to Alabama Power containing such opinions as Alabama Power may reasonably request, and (iv) delivered such certificates and representations of the Purchaser in Foreclosure as Alabama Power shall reasonably request in connection with any or all of the foregoing. Notwithstanding the foregoing, all obligations of Generator to Alabama Power under this Agreement incurred prior to the time the Purchaser in Foreclosure fully assumes this Agreement shall also be and remain enforceable by Alabama Power against Generator. Any Each foreclosure or other exercise of rights and remedies and any assignment to a Purchaser in Foreclosure shall be subject to Alabama Power's rights hereunder. 16.1.4 So (c) Without limiting the provisions of Section 16.3 below, so long as Generator is not in Default default under or in breach of this Agreement, upon prior written notice to Alabama Power, Generator may absolutely assign all, but not less than all, of its rights, interests and obligations under this Agreement to another generator Person ("“Outright Assignee"”) provided however, that Generator's obligations under this Agreement no such assignment shall continue and Alabama Power shall have no obligations to such Outright Assignee be effective unless and until such Outright Assignee has has (i) executed and delivered to Alabama Power and is in compliance with an agreement in form and substance reasonably acceptable to Alabama Power whereby such Outright Assignee assumes and agrees to pay and perform all then outstanding and thereafter arising obligations of Generator (whether or not discharged in any bankruptcy proceeding) under this Agreement and Agreement, (ii) established to Alabama Power's ’s reasonable satisfaction that such Outright Assignee has all power, authority, licenses, permits and approvals and financial and technical wherewithal as may be required to execute, deliver and perform such agreementagreement and satisfy all obligations thereunder, (iii) delivered a third party legal opinion reasonably acceptable to Alabama Power containing such opinions as Alabama Power may reasonably request, and (iv) delivered such certificates and representations of the Outright Assignee as Alabama Power shall reasonably request in connection with any or all of the foregoing. Any assignment to an Outright Assignee shall be subject to Alabama Power's rights hereunder. 16.1.5 (d) Generator shall indemnify, defend and hold harmless Alabama Power and its Persons Indemnified from and against any and all losses, liabilities, obligations, claims, demands, damages, penalties, judgments, costs and expenses, including, without limitation, including reasonable attorneys' ’ fees and expenses, howsoever and by whomsoever asserted, arising out of or in any way connected with any collateral, outright or other assignment by Generator or Generator, any foreclosure or other exercise of remedies by the Permitted Financing Assignee of with respect to this Agreement or Generator's ’s or the Permitted Financing Assignee's ’s rights or interests under this AgreementAgreement or any Organizational Change (as defined in Section 16.3). Notwithstanding any other provision of this Section 16.1, Generator shall not be obligated to indemnify and hold harmless Alabama Power from and against any loss, liability, obligation, claim, demand, damage, penalty, judgment, cost or expense to the extent caused by the Alabama Power’s sole negligence or willful misconduct Alabama Power or itsmisconduct.

Assignment by Generator. 16.1.1 EXCEPT AS EXPRESSLY PERMITTED BELOW OR OTHERWISE AGREED TO BY THE PARTIES, GENERATOR SHALL NOT ASSIGN, TRANSFER, DELEGATE OR ENCUMBER THIS AGREEMENT AND/OR ANY OR ALL OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT AND ANY ASSIGNMENT, TRANSFER, DELEGATION OR ENCUMBERING BY GENERATOR (EXCEPT AS PERMITTED BELOW) SHALL BE NULL AND VOID. Notwithstanding the foregoing, so long as Generator is not in default under or breach of this Agreement, upon prior written notice to Alabama Georgia Power, Generator may collaterally assign its rights, interests and obligations under this Agreement to its lender or an agent for the benefit of its lenders providing financing or refinancing for the design, construction or operation of Generator's Facility in Autauga Lee County, Alabama Georgia (a "Permitted Financing Assignee"); providedprovixxx, however, that GENERATOR'S RIGHTS AND OBLIGATIONS (FINANCIAL OR OTHERWISE) UNDER THIS AGREEMENT SHALL CONTINUE IN THEIR ENTIRETY IN FULL FORCE AND EFFECT AS THE RIGHTS AND OBLIGATIONS OF A PRINCIPAL AND NOT AS A SURETY. Generator may collaterally assign its rights, interests and obligations hereunder to multiple Permitted Financing Assignees, but only if those Permitted Financing Assignees designate one agent to act for them collectively under this Agreement. 16.1.2 Alabama Georgia Power shall, upon serving Generator any notice of Default or the termination of this Agreement, also serve a copy of such notice upon the Permitted Financing Assignee or, in the case of multiple Permitted Financing Assignees, the agent of those Permitted Financing Assignees. No notice of Default purporting to terminate this Agreement shall be deemed to have been given unless and until a copy thereof shall have been given to the Permitted Financing Assignee or the agent for multiple Permitted Financing Assignees. A Permitted Financing Assignee shall be entitled to cure any Default during any cure period provided herein. 16.1.3 The Permitted Financing Assignee shall not be entitled to assign or transfer this Agreement to any purchaser in foreclosure, purchaser in lieu of foreclosure or similar purchaser or transferee ("Purchaser in Foreclosure") unless and until such Purchaser in Foreclosure has (i) executed and delivered to Alabama Georgia Power and is in compliance with an agreement in form and substance acceptable to Alabama Georgia Power whereby such Purchaser in Foreclosure assumes and agrees to pay and perform all then outstanding and thereafter arising obligations of Generator under this Agreement and (ii) established to Alabama Georgia Power's reasonable satisfaction that such Purchaser in Foreclosure has all licenses, permits and approvals and financial and technical wherewithal as may be required to execute, deliver and perform such agreement. Notwithstanding the foregoing, all obligations of Generator to Alabama Georgia Power under this Agreement incurred prior to the time the Purchaser in Foreclosure fully assumes this Agreement shall also be and remain enforceable by Alabama Georgia Power against Generator. Any assignment to a Purchaser in Foreclosure shall be subject to Alabama Georgia Power's rights hereunder. 16.1.4 So long as Generator is not in Default under or breach of this Agreement, upon prior written notice to Alabama Georgia Power, Generator may absolutely assign all, but not less than all, of its rights, interests and obligations under this Agreement to another generator ("Outright Assignee") provided however, that Generator's obligations under this Agreement shall continue and Alabama Georgia Power shall have no obligations to such Outright Assignee unless and until such Outright Assignee has (i) executed and delivered to Alabama Georgia Power and is in compliance with an agreement in form and substance reasonably acceptable to Alabama Georgia Power whereby such Outright Assignee assumes and agrees to pay and perform all thereafter arising obligations of Generator under this Agreement and (ii) established to Alabama Georgia Power's reasonable satisfaction that such Outright Assignee has all licenses, permits and approvals and financial and technical wherewithal as may be required to execute, deliver and perform such agreement. Any assignment to an Outright Assignee shall be subject to Alabama Georgia Power's rights hereunder. 16.1.5 Generator shall indemnify, defend and hold harmless Alabama Georgia Power and its Persons Indemnified from and against any and all losses, liabilities, obligations, claims, demands, damages, penalties, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, howsoever and by whomsoever asserted, arising out of or in any way connected with any collateral, outright or other assignment by Generator or any foreclosure or other exercise of remedies by the Permitted Financing Assignee of this Agreement or Generator's or the Permitted Financing Assignee's rights or interests under this Agreement. Notwithstanding any other provision of this Section 16.1, Generator shall not be obligated to indemnify and hold harmless Alabama Georgia Power from and against any loss, liability, obligation, claim, demand, damage, penalty, judgment, cost or expense to the extent caused by the sole negligence or willful misconduct Alabama Georgia Power or itsits Persons Indemnified. 16.1.6 No agreement between the Parties modifying, amending, canceling or surrendering this Agreement shall be effective without the prior written consent of the Permitted Financing Assignee or, in the case of multiple Permitted Financing Assignees, the agent of those Permitted Financing Assignees. Subject to any cure periods provided to the Permitted Financing Assignee in this Agreement or in any consents to assignment, no such prior written consent is required for Georgia Power to take unilateral action under this Agreement, including (without limitation) Sections 3.2, 3.3, 3.4, 10.2, 12.2 and 12. 16.1.7 Georgia Power agrees to reasonably cooperate with Generator and any Permitted Financing Assignee in connection with the collateral assignment of this Agreement; provided, however, that Georgia Power shall not be obligated to take any action that could, in its judgment, result in an expansion of its obligations, risks or liabilities or a violation of any law, regulation or order of a Governmental Authority.

Assignment by Generator. 16.1.1 EXCEPT AS EXPRESSLY PERMITTED BELOW OR OTHERWISE AGREED TO BY THE PARTIES, GENERATOR SHALL NOT ASSIGN, TRANSFER, DELEGATE OR ENCUMBER THIS AGREEMENT AND/OR ANY OR ALL OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT AND ANY ASSIGNMENT, TRANSFER, DELEGATION OR ENCUMBERING BY GENERATOR (EXCEPT AS PERMITTED BELOW) SHALL BE NULL AND VOID. Notwithstanding the foregoing, so long as Generator is not in default under or breach of this Agreement, upon prior written notice to Alabama Georgia Power, Generator may collaterally assign its rights, interests and obligations under this Agreement to its lender or an agent for the benefit of its lenders providing financing or refinancing for the design, construction or operation of Generator's Facility in Autauga Heard County, Alabama Georgia (a "Permitted Financing Assignee"); provided, however, that GENERATOR'S RIGHTS AND OBLIGATIONS (FINANCIAL OR OTHERWISE) UNDER THIS AGREEMENT SHALL CONTINUE IN THEIR ENTIRETY IN FULL FORCE AND EFFECT AS THE RIGHTS AND OBLIGATIONS OF A PRINCIPAL AND NOT AS A SURETY. Generator may collaterally assign its rights, interests and obligations hereunder to multiple Permitted Financing Assignees, but only if those Permitted Financing Assignees designate one agent to act for them collectively under this Agreement. 16.1.2 Alabama Georgia Power shall, upon serving Generator any notice of Default or the termination of this Agreement, also serve a copy of such notice upon the Permitted Financing Assignee or, in the case of multiple Permitted Financing Assignees, the agent of those Permitted Financing Assignees. No notice of Default purporting to terminate this Agreement shall be deemed to have been given unless and until a copy thereof shall have been given to the Permitted Financing Assignee or the agent for multiple Permitted Financing Assignees. A Permitted Financing Assignee shall be entitled to cure any Default during any cure period provided herein. 16.1.3 The Permitted Financing Assignee shall not be entitled to assign or transfer this Agreement to any purchaser in foreclosure, purchaser in lieu of foreclosure or similar purchaser or transferee ("Purchaser in Foreclosure") unless and until such Purchaser in Foreclosure has (i) executed and delivered to Alabama Georgia Power and is in compliance with an agreement in form and substance acceptable to Alabama Georgia Power whereby such Purchaser in Foreclosure assumes and agrees to pay and perform all then outstanding and thereafter arising obligations of Generator under this Agreement and (ii) established to Alabama Georgia Power's reasonable satisfaction that such Purchaser in Foreclosure has all licenses, permits and approvals and financial and technical wherewithal as may be required to execute, deliver and perform such agreement. Notwithstanding the foregoing, all obligations of Generator to Alabama Georgia Power under this Agreement incurred prior to the time the Purchaser in Foreclosure fully assumes this Agreement shall also be and remain enforceable by Alabama Georgia Power against Generator. Any assignment to a Purchaser in Foreclosure shall be subject to Alabama Georgia Power's rights hereunder. 16.1.4 So long as Generator is not in Default under or breach of this Agreement, upon prior written notice to Alabama Georgia Power, Generator may absolutely assign all, but not less than all, of its rights, interests and obligations under this Agreement to another generator ("Outright Assignee") provided however, that Generator's obligations under this Agreement shall continue and Alabama Georgia Power shall have no obligations to such Outright Assignee unless and until such Outright Assignee has (i) executed and delivered to Alabama Georgia Power and is in compliance with an agreement in form and substance reasonably acceptable to Alabama Georgia Power whereby such Outright Assignee assumes and agrees to pay and perform all thereafter arising obligations of Generator under this Agreement and (ii) established to Alabama Georgia Power's reasonable satisfaction that such Outright Assignee has all licenses, permits and approvals and financial and technical wherewithal as may be required to execute, deliver and perform such agreement. Any assignment to an Outright Assignee shall be subject to Alabama Georgia Power's rights hereunder. 16.1.5 Generator shall indemnify, defend and hold harmless Alabama Georgia Power and its Persons Indemnified from and against any and all losses, liabilities, obligations, claims, demands, damages, penalties, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, howsoever and by whomsoever asserted, arising out of or in any way connected with any collateral, outright or other assignment by Generator or any foreclosure or other exercise of remedies by the Permitted Financing Assignee of this Agreement or Generator's or the Permitted Financing Assignee's rights or interests under this Agreement. Notwithstanding any other provision of this Section 16.1, Generator shall not be obligated to indemnify and hold harmless Alabama Georgia Power from and against any loss, liability, obligation, claim, demand, damage, penalty, judgment, cost or expense to the extent caused by the sole negligence or willful misconduct Alabama Georgia Power or itsits Persons Indemnified. 16.1.6 No agreement between the Parties modifying, amending, canceling or surrendering this Agreement shall be effective without the prior written consent of the Permitted Financing Assignee or, in the case of multiple Permitted Financing Assignees, the agent of those Permitted Financing Assignees. Subject to any cure periods provided to the Permitted Financing Assignee in this Agreement or in any consents to assignment, no such prior written consent is required for Georgia Power to take unilateral action under this Agreement, including (without limitation) Sections 3.2, 3.3, 3.4, 10.2, 12.2 and 12. 16.1.7 Georgia Power agrees to reasonably cooperate with Generator and any Permitted Financing Assignee in connection with the collateral assignment of this Agreement; provided, however, that Georgia Power shall not be obligated to take any action that could, in its judgment, result in an expansion of its obligations, risks or liabilities or a violation of any law, regulation or order of a Governmental Authority.