Common use of Assignment/Change in Corporate Identity Clause in Contracts

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 execute and deliver, at the Producer's expense, such documents as may be reasonably necessary to accomplish any such assignment, transfer, pledge, or other disposition of rights hereunder for purposes of the financing or refinancing of the Producer's Generating Facilities, so long as the Company's rights under this Agreement are not thereby altered, amended, diminished or otherwise impaired.

Assignment/Change in Corporate Identity. 14.1 27.0 This Agreement and all of the provisions hereof shall be binding upon, upon and inure to the benefit of, 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, assigned without the prior written consent of the other Party, which said consent may not to be unreasonably withheld or delayedwithheld. 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 Buyer or its permitted assignee may assign, transfer, pledge or otherwise dispose of its rights right and interests hereunder to a trustee or lending institution (s) for the purposes of financing or refinancing the Producer's Generating FacilitiesPurchased Assets, including upon or pursuant to the exercise of remedies with respect to under such financing or refinancing, or by way of assignments, transfers, pledges, or other conveyances of dispositions in lieu thereof, ; provided, however, that no such assignment described in (i), (ii) or (iii) of this Section 14.1 disposition shall relieve or in any way discharge Buyer or such assignee from the Assignor from any performance of its duties and obligations hereunderunder this Agreement. The Company Seller agrees to execute and deliver, at the Producer's expense, deliver such documents as may be reasonably necessary to accomplish any such assignment, transfer, pledgeconveyance, pledge or other disposition of rights hereunder for purposes of the financing or refinancing of the Producer's Generating FacilitiesPurchased Assets, so long as the CompanySeller's rights under this Agreement are not thereby altered, amended, diminished or otherwise impaired.

Assignment/Change in Corporate Identity. 14.1 This Agreement and all Parties shall not assign any 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 rights or obligations under 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 obtaining 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, which consent shall not be unreasonably withheld. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement until such obligations have been assumed by the assignee and all necessary consents have been obtained. Any assignment in violation of this Section 14.8 shall be void. Notwithstanding ; provided, however, the foregoing, (i) Producer Buyer may assign any or all of its rights and obligations hereunder under this Agreement notwithstanding anything contained herein to the contrary, without the Seller’s consent, 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 entity succeeding 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 the assets of the Buyer, or to a third party in such Stationaccordance with 14.7(b), and upon the Company's receipt of notices from Producer of any such assignment, if such assignee will be deemed to have assumedagrees, ratified and agreed in writing, to be bound by all of the terms and perform such obligations, conditions hereof and all reference herein necessary regulatory approvals are obtained. The Seller may, with prior written notice to Producer relative to such Station shall thereafter be deemed to be references to such assigneethe Buyer but without obtaining the approval of the Buyer, in each case without assign the necessity for further acts accounts, revenues 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 proceeds under this Agreement to a trustee third party. The Buyer agrees that, following receipt of such notice of the assignment of accounts, revenues or lending institution for proceeds and such other documentation that the purposes of financing or refinancing Buyer may reasonably request, the Producer's Generating Facilities, including upon or pursuant Buyer will pay amounts becoming due to the exercise of remedies with respect assigning Seller under this Agreement directly to such financing or refinancing, or by way of assignments, transfers, pledges, or other dispositions in lieu thereof, the designated assignee; provided, however, that no nothing herein shall enlarge or expand the rights of such assignment described in (i)designated assignee beyond the rights granted to the Seller and the right of such designated assignee to receive payments shall be subject to all defenses, (ii) or (iii) of this Section 14.1 shall relieve or discharge the Assignor from any of its obligations hereunder. The Company agrees to execute offsets and deliver, at the Producer's expense, such documents as may be reasonably necessary to accomplish any such assignment, transfer, pledge, or other disposition of rights hereunder for purposes claims of the financing or refinancing of the Producer's Generating Facilities, so long as the Company's rights Buyer arising under this Agreement are not thereby altered, amended, diminished or otherwise impairedAgreement.

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, assigned without the prior written consent of the other Party, ; which consent may shall 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 majority-owned subsidiary (direct or indirect) which acquires all, or substantially all, of the Producer's interest in the Stations, Station 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, and (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), ) and (ii) or (iii) of this Section 14.1 shall relieve or discharge the Assignor from any of its obligations hereunder. The Company agrees to execute and deliver, at the Producer's expense, such documents as may be reasonably necessary to accomplish any such assignment, transfer, pledge, or other disposition of rights hereunder for purposes of the financing or refinancing of the Producer's Generating Facilities, so long as the Company's rights under this Agreement are not thereby altered, amended, diminished or otherwise impaired.

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 of NYSEG that owns all or successorpart of its transmission system or to an Affiliate of Buyer that owns Millxxxx, by either xx or through any Party hereto, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent may shall not be unreasonably withheld or delayedwithheld. 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 Owner may assign, transfer, convey, pledge or otherwise dispose of its rights and interests hereunder to a trustee or lending institution institution(s) for the purposes of financing or refinancing the Producer's Generating Facilitiesacquisition of Millxxxx, including xxich assignment, transfer, conveyance, pledge or disposition may be upon or pursuant to the exercise of remedies with respect to under such financing or refinancing, or by way of assignments, transfers, pledges, conveyances or other dispositions in lieu thereof, ; provided, however, that no such assignment described in (i)assignment, (ii) transfer, conveyance, pledge or (iii) of this Section 14.1 disposition shall relieve or in any way discharge the Assignor Owner from any the performance of its duties and obligations hereunderunder this Agreement. The Company NYSEG agrees to execute and deliver, at the ProducerOwner's expense, such documents as may be reasonably necessary to accomplish 45 49 any such assignment, transfer, pledgeconveyance, pledge or other disposition of rights hereunder for purposes of the financing or refinancing of the Producer's Generating Facilitiesacquisition of Millxxxx, so xx long as the CompanyNYSEG's rights under this Agreement are not thereby altered, amended, diminished or otherwise impaired.