Assignment by the Parties. Neither party shall assign or transfer or permit the assignment or transfer of its rights or obligations under this Agreement without the prior written consent of the other, any such assignment or transfer without such prior consent being hereby declared to be null and void; provided, however, that Purchaser shall have the right to either nominate one or more Affiliates to take title to the Property or to certain components of the Property or to assign this Agreement to one or more Affiliates without Seller’s consent.
Assignment by the Parties. The obligations and liabilities of the Facility Lessee and the Owner Participant arising under this Agreement are expressly made for the benefit of, and shall be enforceable by, the Owner Participant and the Facility Lessee and their successors, assigns and agents, provided, however, that (a) such successor or assign shall have specifically agreed in writing to be bound by the terms and conditions of this Agreement to perform the obligations imposed hereunder on the Owner Participant or the Facility Lessee, as the case may be, in accordance with the interest of such successor or assign in the Facility Interest, the Facility Lease and any Operative Documents, (b) the successor or assign shall not be entitled to indemnity payments or other rights or benefits greater than the payments, rights or benefits to which the Owner Participant or the Facility Lessee, as the case may be, would have been entitled if no transfer or assignment had occurred, and (c) in applying the terms hereof to such successor or assign, the terms "Owner Participant" and "Facility Lessee" as used herein shall mean such respective successor or assign.
Assignment by the Parties. This Agreement shall be binding upon and shall inure to the benefit of each party, his heirs and legal representatives or its or his successors or assigns, except that the obligations of each party under this Agreement may only be assigned or transferred in conjunction with a sale, assignment or transfer of the Shares owned by such party which is permitted by the terms and conditions of this Agreement.
Assignment by the Parties. This Lease and the rights of any Party to this Lease and the Leased Property, Wind Energy Improvements, Transmission Facilities and Improvements may be assigned, encumbered, or mortgaged, in whole or in part, (and may be sublet by Lessee) without the prior written consent of the non-assigning Party, but no such assignment, encumbrance, mortgage, deed of trust, or sublease shall operate to enlarge the obligations or diminish the rights of the non-assigning Party hereto, nor relieve the assigning Party of its indemnification obligations hereunder (except as expressly provided below, with respect to the release of the assigning Party). Notwithstanding the foregoing, no assignment, encumbrance, mortgage, or sublease of this Lease or the rights of any Party hereunder or to the Leased Property, Wind Energy Improvements, Transmission Facilities or Improvements, however accomplished, shall be binding on the non-assigning Party until after the non-assigning Party has been furnished with written notice thereof and an executed original counterpart of the instrument establishing such persons’ rights under this Lease and/or to the Leased Property, Wind Energy Improvements, Transmission Facilities and Improvements. Except as otherwise provided herein, in the event of an assignment or sublease of this Lease by any Party hereto that is not for collateral or other security purposes, such Party shall be relieved of all obligations under this Lease as to the interest so assigned to the extent that such obligations relate to periods of time following such assignment and are assumed by the party to whom assigned, and liability for obligations relating to the interest so assigned and assumed and relating to the periods of time from and after such assignment shall rest exclusively upon such assignee; provided, that no such assignment shall release the assigning Party from its removal obligations under Section 21 hereof absent a demonstration to Lessor’s reasonable satisfaction that the assignee is financially capable of assuming such obligations. Without limiting the generality of the foregoing, any such assignment shall not relieve the assigning Party from any obligation that arose or accrued prior to such assignment.
Assignment by the Parties. The obligations and liabilities of EME and the Owner Participant arising under this Agreement are expressly made for the benefit of, and shall be enforceable by, the Owner Participant and EME and their successors, assigns and agents, provided, however, that (a) such successor or assign shall have specifically agreed in writing to be bound by the terms and conditions of this Agreement to perform the obligations imposed hereunder on the Owner Participant or EME, as the case may be, in accordance with the interest of such successor or assign in the Facility, the Lease and the Operative Documents, (b) the successor or assign shall not be entitled to indemnity payments or other rights or benefits greater than the payments, rights or benefits to which the Owner Participant or EME, as the case may be, would have been entitled if no transfer or assignment had occurred, and (c) in applying the terms hereof to such successor or assign, the terms “Owner
Assignment by the Parties. Neither Party may assign any of its rights under this Agreement wihtout the prior written consent of the other Party.
Assignment by the Parties. Neither party shall assign or transfer or permit the assignment or transfer of its rights or obligations under this Agreement without the prior written consent of the other, any such assignment or transfer without such prior consent being hereby declared to be null and void; provided, however, that Purchaser shall have the right, upon notice given to Seller at least ten (10) days before the Closing and provided that Purchaser provides Seller with evidence, reasonably acceptable to Seller that the Lender will allow the Existing Financing to be assumed by such nominee or assignee, to either nominate one Purchaser Affiliate to take title to the Property or to assign this Agreement to one Purchaser Affiliate without Seller's consent.
Assignment by the Parties. Subject to clauses 9.3 and 9.5, no Party (Assigning Participant) may assign, part with possession of, grant any power of attorney over or in any other way directly or indirectly deal with the Mining Leases, or its interest or obligations in this Agreement unless the Assigning Participant first offers to assign such interest to the other Party (Non-Assigning Participant) upon the same terms and conditions as the proposed terms and conditions of the assignment to the third party (as determined by clause 9.2) and such offer has not been accepted by the Non-Assigning Participant within thirty (30) days after the making of the offer.
Assignment by the Parties. Neither party shall assign or transfer or permit the assignment or transfer of its rights or obligations under this Agreement without the prior written consent of the other, any such assignment or transfer without such prior consent being hereby declared to be null and void; provided, however, that Purchaser shall have the right to either nominate one or more Affiliates to take title to the Property or to certain components of the Property or to assign this Agreement to one or more Affiliates prior to the Closing; provided that the Purchaser provides the Seller with a fully executed and enforceable assignment of this Agreement in form and substance satisfactory to the Purchaser in its reasonable discretion and provided that the Purchaser will continue to remain primarily liable under this Agreement notwithstanding any such nomination or assignment.
Assignment by the Parties. The obligations and liabilities of EME and the Owner Participant arising under this Agreement are expressly made for the benefit of, and shall be enforceable by, the Owner Participant and EME and their successors, assigns and agents, provided, however, that (a) such successor or assign shall have specifically agreed in writing to be bound by the terms and conditions of this Agreement to perform the obligations imposed hereunder on the Owner Participant or EME, as the case may be, in accordance with the interest of such successor or assign in the Facility, the Lease and the Operative Documents, (b) the successor or assign shall not be entitled to indemnity payments or other rights or benefits greater than the payments, rights or benefits to which the Owner Participant or EME, as the
