Assignment by Provider. Pursuant to section 138 of the New York State Finance Law, the Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of Purchaser, Provider may (i) assign this Agreement to an Affiliate of Provider; (ii) assign, mortgage, pledge or otherwise collaterally assign this Agreement in connection with any financing of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that Provider shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Provider’s obligations hereunder by the assignee); provided, however, that in each case, any assignee shall agree in writing to be bound by the terms and conditions of this Agreement and so long as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment by Provider without any required prior written consent of Purchaser shall not release Provider of its obligations hereunder.
Assignment by Provider. Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of Purchaser, Provider may (i) assign this Agreement to an Affiliate provided such assignment occurs no later than 90 days after the Commercial Operation Date, and that Affiliate has the financial wherewithal and ability to perform Provider’s obligations at least equal to Provider;
Assignment by Provider. Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of Purchaser, Provider may (i) assign this Agreement to an Affiliate provided such assignment occurs no later than 90 days after the Commercial Operation Date, and that Affiliate has the financial wherewithal and ability to perform Provider’s obligations at least equal to Provider; (ii) assign this Agreement as collateral security in connection with any financing of the System (including, without limitation, pursuant to a sale- leaseback transaction). In the event that Provider identifies such secured Financing Party in Schedule 5 of the Special Conditions, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit A of these General Terms and Conditions. Any Financing Party shall be an intended third-party beneficiary of this Section 13.1. Any assignment by Provider without any required prior written consent of Provider shall not release Purchaser of its obligations hereunder.
Assignment by Provider. 14 Provider shall not assign its rights or obligations under this Agreement provided, except, that Provider is 15 free to change ownership interests in the Provider without restriction or notification to Receiver. In all cases 16 of Assignment by Provider either One Energy Capital LLC or One Energy Capital Corporation will remain 17 as the sole manager of the Provider.
Assignment by Provider. Except as expressly provided in this Agreement, Provider may not sell, transfer, or assign its rights under this Agreement or any right, interest, or obligation therein (collectively, an “Assignment”) without the prior written consent of District, which consent may not be unreasonably withheld, conditioned or delayed, provided that any assignee possesses all required skills, knowledge, expertise, experience, and financial capacity and creditworthiness
Assignment by Provider. Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, Purchaser agrees that Provider may assign this Agreement without the consent of the Purchaser to an Affiliate of Provider or any party providing financing for the System. In the event that Provider identifies a secured Financing Party in the Special Conditions, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions and agrees to provide such estoppels, acknowledgments and opinions of counsel as Provider may reasonably request from time to time. Any Financing Party shall be an intended third-party beneficiary of this Section 13.1. Any Assignment by Provider without obtaining the prior written consent and release of Purchaser, when such consent is required by this Section 13.1, shall not release Provider of its obligations hereunder.
Assignment by Provider. (a) The Provider may at any time request, in writing, for MSD to consent to it L A transferring or assigning all or part of its right, title and interest in and under any Contract Document to another Housing provider. T E
(b) The Provider is to provide any information that MSD requests in relation to the proposed transfer or assignment including information regarding the proposed transferee or assignee.
(c) MSD may, in its absolute discretion, after receiving the information regarding the proposed transfer or assignment, decide whether to agree (with or without conditions) to the proposed transfer or assignment.
(d) If MSD agrees to the proposed transfer or assignment, then:
(i) the Provider is to ensure that any conditions imposed by MSD are complied with to MSD’s satisfaction;
(ii) the Provider is to procure the transferee or assignee to enter into an agreement with MSD in the form of the relevant Contract Documents; and
(iii) the Provider and the transferee or assignee must obtain all approvals in relation to the proposed transfer or assignment and execute all documents relating to the transfer or assignment.
(e) MSD agrees:
(i) not to unreasonably withhold consent to any transfer; and
(ii) to promptly do all things necessary to enable the transfer to occur.
Assignment by Provider. Provider shall not assign any of its rights or obligations under this Agreement as to the respective Facility without Customer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) Provider may assign this Agreement as to the respective Facility without Customer’s consent in connection with a sale by Provider of such respective Facility so long as the transferee: (A) agrees to assume all of Provider’s obligations under this Agreement as to such respective Facility; (B) is financially and operationally capable of fulfilling the terms of this Agreement as to such respective Facility, which determination shall be made by Provider in its reasonable judgment; and (C) is not a competitor of Customer; and (ii) Provider shall be permitted to make a collateral assignment of this Agreement as to such respective Facility solely to secure working capital financing for Provider.
Assignment by Provider. Provider shall not assign this Contract, or any part of this Contract, or delegate performance of this Contract (other than to its own work forces), without obtaining the prior written consent of the Responsible Official. The decision whether to consent to an assignment, the timing of consent, if any, and conditions to such consent, if any, shall each be in the City's sole discretion. Any consent to the assignment of any monies to be paid under this Contract shall not relieve Provider from the faithful performance of any of its obligations under this Contract or change any of the terms and conditions of this Contract. Any purported assignment in violation of this provision shall be void and of no effect. The City’s consent to an assignment shall not release the assignor from any liability accrued or thereafter accruing under this Contract. Any assignment or purported assignment shall be in writing and shall contain an express assumption by the assignee of all liability accrued or thereafter accruing under this Contract. Consent by the City to any assignment shall not be deemed a course of conduct, dealing or performance with respect to any other assignment or proposed assignment. For purposes of this Section 7.1, an assignment includes the acquisition of Provider, or a controlling interest therein, through a corporate or other merger, and the appointment of a receiver or bankruptcy trustee, and the transfer of this Contract or Provider in any bankruptcy or other insolvency proceeding.
Assignment by Provider. The developer may assign its obligations or rights to payments due in order to secure financing from a lender. • Otherwise, the developer may not assign its duties under the PPA without the Town’s written consent and proof that the party to which the developers’ duties will be assigned is financially secure and has the necessary experience to operate a solar array.
