Assignment/Change in Corporate Identity Sample Clauses

Assignment/Change in Corporate Identity. Neither Party shall assign this Agreement, its rights or obligations hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder),
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Assignment/Change in Corporate Identity. 14.1 This Agreement and all of the provisions hereof shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned, except to an Affiliate or successor, by either Party hereto, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Any assignment of this Agreement in violation of the foregoing shall be, at the option of the non-assigning Party, void. Notwithstanding the foregoing, (i) Producer may assign all of its rights and obligations hereunder to any Affiliate of the Producer which acquires all, or substantially all, of the Producer's interest in the Stations, and upon the Company's receipt of notice from Producer of any such assignment, such assignee will be deemed to have assumed, ratified, agreed to be bound by and perform all such obligations, and all references herein to "Producer" shall thereafter be deemed to be references to such assignee, in each case without the necessity for further act or evidence by the Parties hereto or such assignee, (ii) Producer may assign its rights and obligations hereunder which relate to any particular Station to any Affiliate of Producer which acquires all or substantially all of Producer's interest in such Station, and upon the Company's receipt of notices from Producer of any such assignment, such assignee will be deemed to have assumed, ratified and agreed to be bound by and perform such obligations, and all reference herein to Producer relative to such Station shall thereafter be deemed to be references to such assignee, in each case without the necessity for further acts or evidence by the Parties hereto or such assignee, and (iii) Producer or its permitted assignee may assign, transfer, pledge or otherwise dispose of its rights and interests hereunder to a trustee or lending institution for the purposes of financing or refinancing the Producer's Generating Facilities, including upon or pursuant to the exercise of remedies with respect to such financing or refinancing, or by way of assignments, transfers, pledges, or other dispositions in lieu thereof, provided, however, that no such assignment described in (i), (ii) or (iii) of this Section 14.1 shall relieve or discharge the Assignor from any of its obligations hereunder. The Company agrees to ...
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Assignment/Change in Corporate Identity. 14.1 This Agreement and all of the provisions hereof shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned, except to an Affiliate of NYSEG that owns the Transmission System or to an Affiliate of the Buyer that owns the Buyer's Purchased Assets, by either Party hereto, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment of this Agreement in violation of the foregoing shall be, at the option of the non-assigning Party, void. Notwithstanding the foregoing, the Buyer may assign, transfer, pledge or otherwise dispose of its rights and interests hereunder to a trustee or lending institution(s) for the purposes of financing or refinancing the acquisition of the Buyer's Purchased Assets, including upon or pursuant to the exercise of remedies under such financing or refinancing, or by way of assignments, transfers, pledges, conveyances or dispositions in lieu thereof; provided, however, that no such assignment, transfer, pledge, conveyance, or disposition
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Assignment/Change in Corporate Identity. 14.1 This Agreement and all of the provisions hereof shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned, except as permitted under Section 3.9, by either Party hereto, whether by operation of law or otherwise, without the prior written consent of the other Party; which consent shall not unreasonably be withheld. The refusal of a Party to consent to a proposed assignment shall not be deemed to be reasonable if the financial capability of the proposed assignee is not materially inferior to the financial capability of the assignor. Any assignment of this Agreement in violation of the foregoing shall be, at the option of the non-assigning Party, void.
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Assignment/Change in Corporate Identity. 23.1 Neither this Amended Agreement nor any of the rights, interests, or obligations hereunder shall be assigned, except to an Affiliate or successor of DLC that owns or operates all or any portion of the Transmission System (including an independent system operator or independent transmission company), or to an Affiliate of Generating Company that owns the Facilities or any subsequent purchaser of any of the Facilities, by any Party hereto, including by operation of law, without the prior written consent of the other Party, said consent not to be unreasonably withheld. Any assignment of this Amended Agreement in violation of the foregoing shall be, at the option of the non-assigning Party, void.
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Assignment/Change in Corporate Identity. 25.1 Transmission Provider Assignment Rights. Transmission Provider may not --------------------------------------- assign this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of Local Distribution Company, which consent shall not be unreasonably withheld; provided however, that Transmission Provider may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Local Distribution Company and may assign this Agreement to any entity(ies) in connection with a merger, consolidation, or reorganization, provided that the surviving entity(ies) or assignee owns the Transmission System, agrees in writing to be bound by all the obligations and duties of Transmission Provider provided for in this Agreement and the assignee's creditworthiness is equal to or higher than that of Transmission Provider.
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Assignment/Change in Corporate Identity. Neither Party shall assign this Agreement, its rights or obligations hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, after written notice, transfer or assign this Agreement to an Affiliate of such Party if (i) such Affiliate’s creditworthiness is equal to or greater than that of such Party; or (ii) in the case of the Seller, where such Affiliate’s creditworthiness is not equal to or higher than that of such Party, such Affiliate provides the Performance Assurance required pursuant to this Agreement and the other Party consents, which consent shall not be unreasonably withheld after written notice, transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose (i) creditworthiness is equal to or higher than that of such Party, or (ii) in the case of the Seller, where such entity’s creditworthiness is not equal to or higher than that of such Party, such entity provides the Performance Assurance required pursuant to this Agreement and the other Party consents, which consent shall not be unreasonably withheld, and provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTITUTED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
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Assignment/Change in Corporate Identity 
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Related to Assignment/Change in Corporate Identity

  • Assignment and Change of Control a. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this Contract, or subcontract for all or substantially all of its performance of this Contract (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this Contract or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this Contract, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this Contract.

  • Further Assurances; Change in Name or Jurisdiction of Origination, etc The Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under this Agreement or any other Transaction Document. Without limiting the foregoing, the Servicer hereby authorizes, and will, upon the request of the Administrative Agent (with such request being hereby deemed to be an authorization as to such filing by the Administrative Agent), at the Servicer’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request (with such request being hereby deemed to be an authorization as to such filing by the Administrative Agent), to perfect, protect or evidence any of the foregoing.

  • Change of Name, Identity or Structure Borrower shall not change Borrower's name, identity (including its trade name or names) or, if not an individual, Borrower's corporate, partnership or other structure without notifying Lender of such change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in Borrower's structure, without first obtaining the prior written consent of Lender. Borrower shall execute and deliver to Lender, prior to or contemporaneously with the effective date of any such change, any financing statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to operate the Property, and representing and warranting that Borrower does business under no other trade name with respect to the Property.

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