Assignment by the Operator. The Operator shall not assign its rights or obligations under this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (a) subject to Article 15 hereof and Article VI of the Omnibus Agreement, the Operator may assign this Agreement without such consent in connection with a sale by the Operator of all or substantially all of the Terminal, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (i) agrees to assume all of the Operator’s obligations under this Agreement; (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Operator in its reasonable judgment; and (iii) is not a competitor of the Company, as determined by the Company in good faith; and (b) the Operator shall be permitted to make a collateral assignment of this Agreement solely to secure financing for the Operator and its Affiliates.
Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without:
(i) the prior written consent of Aurizon Network, which consent may not be unreasonably withheld; and
(ii) providing Aurizon Network with written evidence of the End User’s consent to the Assignment.
(b) The Operator may, provided:
(i) it has provided to Aurizon Network written evidence of the End User’s consent to the Assignment; and
(ii) it is not in default in the performance or observance of any of its obligations under this Agreement,
(iii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator shall remain liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that performance by the Assignee will pro tanto discharge the Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or
(iv) a person other than a Related Body Corporate of the Operator with the prior written consent of Aurizon Network, provided that such consent will not be unreasonably withheld if Aurizon Network is satisfied that such person:
(A) is financially sound;
(B) is Accredited to operate Train Services; and
(C) is otherwise capable of performing the obligations of the Operator under this Agreement.
(c) Any Assignment by the Operator of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with Aurizon Network by deed, in such terms as Aurizon Network may reasonably require, to be bound by and to perform the obligations of the Operator under this Agreement.
(d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement.
(e) The Operator shall not:
(i) register, record or enter in its books any transfer of any share or shares in the capital of the Operator;
(ii) deal with any beneficial interest in any such share or shares;
(iii) issue any new share or shares; or
(iv) take or attempt to take any action having the effect:
(A) of altering the control of the Operator; or
(B) that the shareholde...
Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without:
Assignment by the Operator. 13.1.1 With the modifications in clauses 13.1.3, 13.1.4, 13.1.5 and 13.1.6, the Operator shall not be enti- tled to assign, novate or otherwise transfer (in Danish: “enhver form for overdragelse”) any obliga- tions or rights under the Contract to any other party without the prior written approval of the DEA. The DEA’s approval shall not be unreasonably withheld. Approval will only be granted where such transfer can take place without the risk of breach of the public procurement rules and where no material circumstances otherwise prevent such transfer.
13.1.2 Transfer shall also include any form of transfer where the legal entity of the Operator is changed. Transfer shall thus also include, but not limited to, any corporate restructuring, such as merger and demerger, where the legal entity of the Operator is changed. Reference is made, however, to clause 13.1.3.
13.1.3 The Operator shall be entitled to transfer its obligations and rights under the Contract (in whole, not in part) to an entity which is controlled by, controls or is under common control with the Operator on the following terms:
a) The entity has an average equity ratio of at least twenty (20) percentage and an average total annual turnover of at least DKK seven hundred and fifty million (750,000,000) based on the three latest annual reports/financial statements available at the time of the DEA’s written confirmation in item e). The equity ratio is calculated as the candidate’s total equity divided by the candidate’s total assets, calculated as a percentage.
b) The Operator shall put at the entity’s disposal its technical and professional resources and shall ensure that the technical and professional resources of its Sub-Suppliers, including but not limited to any entity on which the Operator relied for prequalification with respect to technical and professional capacity, are also put at the disposal of the entity and thereby ensure that the entity will have, as a minimum, the same technical and professional capac- ity as the Operator has at its disposal;
c) The transfer shall have no impact on any of the (new) Operator’s obligations under the Contract and shall not in any other way be detrimental to the proper performance of the Contract. For the avoidance of doubt, this also entails that the (new) Operator shall provide guarantees in accordance with clause 8 prior to the DEA’s written confirmation as set out in item f);
d) The Operator shall warrant that the terms in items a) – d) above ar...
Assignment by the Operator. 13.1.1 With the modifications in clauses 13.1.5, 13.1.6 and 13.1.7, the Operator shall not be entitled to assign or transfer any obligations or rights under the Contract to any other party without the prior written approval of the DEA. The DEA’s approval shall not be unreasonably withheld.
13.1.2 Assignment shall also include any form of assignment where the legal entity of the Operator is changed. Assignment shall thus also include, but not limited to, any corporate restructuring, such as merger and demerger, where the legal entity of the Operator is changed.
13.1.3 Approval will only be granted where such assignment can take place without the risk of breach of the public procurement rules and where no material circumstances otherwise prevent such assign- ment.
13.1.4 If assignment takes place without the DEA’s consent, this shall be deemed to be material breach entitling the DEA to terminate the Contract for cause, see clause 15.5.
13.1.5 The Operator shall be entitled to transfer its obligations and rights under the Contract (in whole, not in part) to an entity which is controlled by or is under common control with the Operator and is established for the purpose of performing the CCS Activities (the Special Purpose Vehicle, “SPV”) on the following terms:
a) The Operator shall put at the SPV’s disposal its technical and professional resources and shall ensure that the technical and professional resources of its Sub-Suppliers, including but not limited to any entity on which the Operator relied for prequalification with respect to technical and professional capacity, are also put at the disposal of the SPV and thereby ensure that the SPV will have, as a minimum, the same technical and professional capacity as the Operator has at its disposal;
b) The Operator shall assume joint and several liability with the SPV for the performance of the Contract and shall ensure that any entity on which the Operator relied for prequalification with respect to economic and financial capacity assumes joint and several liability with the SPV for the performance of the Contract on the same terms as set out in clause 16.2;
c) The transfer shall have no impact on any of the Operator’s obligations under the Contract and shall not in any other way be detrimental to the proper performance of the Contract;
d) The Operator shall warrant that the terms in items a) – c) above are fulfilled prior to the transfer of its obligations and rights; and
e) The transfer shall require the DEA...
Assignment by the Operator. Save and except for the purpose of financing its obligations under this Contract, the Operator will not, without the prior consent of the Authority, assign, mortgage or charge to any Third Party, this Contract or any part thereof, or any right, benefit, obligation or interest therein or thereunder.
Assignment by the Operator. 17.1.1 With the modifications in clauses 17.1.3 and 17.1.4, 17.2 and Fejl! Henvisningskilde ikke fundet., the Operator shall not be entitled to assign, novate or otherwise transfer (in Danish: “enhver form for overdragelse”) any obligations or rights under the Contract to any other party with- out the prior written approval of the DEA. The DEA’s approval shall not be unreasonably withheld. Approval will only be granted where such transfer can take place without the risk of breach of the principles of the public procurement rules and where no material circumstances otherwise prevent such transfer.
Assignment by the Operator. The Operator shall have the right to assign this Agreement, provided that the Owner gives its prior written consent to such assignment, such consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Operator shall be permitted to assign its right to receive payment of the Operator's Fixed Fee hereunder without obtaining the consent of the Owner.
Assignment by the Operator. 13.1.1 With the modifications in clauses 13.1.3, 13.1.413.1.5, 13.1.513.1.6 and 13.1.613.1.7, the Operator shall not be entitled to assign, novate or otherwise transfer (in Danish: “enhver form for overdragelse”) any obligations or rights under the Contract to any other party without the prior writ- ten approval of the DEA. The DEA’s approval shall not be unreasonably withheld. Approval will only be granted where such assignment transfer can take place without the risk of breach of the public procurement rules and where no material circumstances otherwise prevent such assign- menttransfer.
13.1.2 Assignment Transfer shall also include any form of assignment transfer where the legal entity of the Operator is changed. Assignment Transfer shall thus also include, but not limited to, any cor- porate restructuring, such as merger and demerger, where the legal entity of the Operator is changed. Reference is made, however, to clause 13.1.3.
13.1.3 The Operator shall be entitled to transfer its obligations and rights under the Contract (in whole, not in part) to an entity which is controlled by, controls or is under common control with the Operator on the following terms:
a) The entity has an average equity ratio of at least twenty (20) percentage and an average total annual turnover of at least DKK seven hundred and fifty million (750,000,000) based on the three latest annual reports/financial statements available at the time of the DEA’s written confirmation in item e). The equity ratio is calculated as the candidate’s total equity divided by the candidate’s total assets, calculated as a percentage.
b) The Operator shall put at the entity’s disposal its technical and professional resources and shall ensure that the technical and professional resources of its Sub-Suppliers, including but not limited to any entity on which the Operator relied for prequalification with respect to technical and professional capacity, are also put at the disposal of the entity and thereby ensure that the entity will have, as a minimum, the same technical and professional capac- ity as the Operator has at its disposal;
c) The transfer shall have no impact on any of the (new) Operator’s obligations under the Contract and shall not in any other way be detrimental to the proper performance of the Contract. For the avoidance of doubt, this also entails that the (new) Operator shall provide guarantees in accordance with clause 8 prior to the DEA’s written confirmation as set out in item ...
Assignment by the Operator. The Operator may assign this Agreement along with all of our rights and obligations to any affiliate or third party without notice, for any purpose, including, the collection of unpaid amounts, or in the event of an acquisition, corporate reorganization, merger or sale of substantially all of its assets to another entity.
