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 without the prior written consent of the other Party; which consent 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 majority-owned subsidiary (direct or indirect) which acquires all, or substantially all, of Producer's interest in the 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 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) 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. 14.2 No assignment, transfer, conveyance, or disposition of rights or obligations under this Agreement by a Party shall relieve that Party from full liability and financial responsibility for the performance thereof after any such transfer, assignment, conveyance, or disposition unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party under this Agreement and the non-assigning Party has consented in writing to such assumption and to a release of the assigning Party from such liability. 14.3 If any of the Company, CEI or FEAC terminates its existence as a corporate entity by merger, acquisition, sale, consolidation, or otherwise, or if all or substantially all of such party's assets are transferred to another person or business entity (a "Successor") without complying with this Article

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 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 shall 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 majority-owned subsidiary (direct or indirect) Affiliate of the Producer which acquires all, or substantially all, of the Producer's interest in the Station 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 (iiiii) 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. 14.2 No assignment, transfer, conveyance, or disposition of rights or obligations under this Agreement by a Party shall relieve that Party from full liability and financial responsibility for the performance thereof after any such transfer, assignment, conveyance, or disposition unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party under this Agreement and the non-assigning Party has consented in writing to such assumption and to a release of the assigning Party from such liabilityAgreement. 14.3 If any of the Company, CEI or FEAC terminates its existence as a corporate entity by merger, acquisition, sale, consolidation, or otherwise, or if all or substantially all of such party's assets are transferred to another person or business entity (a "Successor") without complying with this Article

Assignment/Change in Corporate Identity. 14.1 27.1 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 without the prior written consent of the other Party; which , said consent shall 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 majority-owned subsidiary (direct or indirect) which acquires all, or substantially all, of Producer's interest in the 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 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) and (ii) of this Section 14.1 or 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, 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. 14.2 No assignment, transfer, conveyance, or disposition of rights or obligations under this Agreement by a Party shall relieve that Party from full liability and financial responsibility for the performance thereof after any such transfer, assignment, conveyance, or disposition unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party under this Agreement and the non-assigning Party has consented in writing to such assumption and to a release of the assigning Party from such liability. 14.3 If any of the Company, CEI or FEAC terminates its existence as a corporate entity by merger, acquisition, sale, consolidation, or otherwise, or if all or substantially all of such party's assets are transferred to another person or business entity (a "Successor") without complying with this Articledeliver such

Assignment/Change in Corporate Identity. 14.1 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 without the prior written consent of the other Party; which , said consent shall 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 majority-owned subsidiary (direct or indirect) which acquires all, or substantially all, of Producer's interest in the 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 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) and (ii) of this Section 14.1 or 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. 14.2 No assignment, transfer, conveyance, or disposition of rights or obligations under this Agreement by a Party shall relieve that Party from full liability and financial responsibility for the performance thereof after any such transfer, assignment, conveyance, or disposition unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party under this Agreement and the non-assigning Party has consented in writing to such assumption and to a release of the assigning Party from such liability. 14.3 If any of the Company, CEI or FEAC terminates its existence as a corporate entity by merger, acquisition, sale, consolidation, or otherwise, or if all or substantially all of such party's assets are transferred to another person or business entity (a "Successor") without complying with this Article

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 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 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 majority-owned subsidiary (direct or indirect) which acquires all, or substantially all, of Producer's interest in the 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 or its permitted assignee Buyer may assign, transfer, 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 Produceracquisition of the Buyer'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, conveyances or other dispositions in lieu thereof, ; provided, however, that no such assignment described in (i) and (ii) 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, conveyance, 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.disposition 14.2 No assignment, transfer, pledge, conveyance, or disposition of rights or obligations under this Agreement by a Party shall relieve that Party from full liability and financial responsibility for the performance thereof after any such assignment, transfer, assignmentconveyance, conveyancepledge, or disposition unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party under this Agreement and the non-assigning Party has consented in writing to such assumption and to a release of the assigning Party from such liability. 14.3 If any of the Company, CEI or FEAC either Party terminates its existence as a corporate entity by merger, acquisition, sale, consolidation, or otherwise, or if all or substantially all of such partyParty's assets are transferred to another person or business entity (a "Successor") without complying with this ArticleArticle 14, the other Party shall have the right, enforceable in a court of competent jurisdiction, to enjoin the first Party's successor from using the property in any manner that interferes with, impedes, or restricts such other Party's ability to carry out its ongoing business operations, rights, and obligations. Where applicable, NYSEG shall have the right, as set forth in Section 3.2.2, to operate such equipment set forth in Section 3.2.2 which is necessary for NYSEG to Maintain the Transmission System.

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 without obtaining the prior written consent of the other Party; which consent 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, 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 majority-owned subsidiary (direct entity succeeding to all or indirect) which acquires allsubstantially all of the assets of the Buyer, or substantially allto a third party in accordance with 14.7(b), of Producer's interest in the Station and upon the Company's receipt of notice from Producer of any such assignment, if such assignee will be deemed to have assumedagrees, ratifiedin writing, agreed to be bound by all of the terms and perform all such obligations, conditions hereof and all references herein necessary regulatory approvals are obtained. The Seller may, with prior written notice to "Producer" 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 act accounts, revenues or evidence by the Parties hereto or such assignee, and (ii) 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 (ii) the right of this Section 14.1 such designated assignee to receive payments shall relieve or discharge the Assignor from any of its obligations hereunder. The Company agrees be subject to execute all defenses, 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. 14.2 No assignment, transfer, conveyance, or disposition of rights or obligations under this Agreement by a Party shall relieve that Party from full liability and financial responsibility for the performance thereof after any such transfer, assignment, conveyance, or disposition unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party under this Agreement and the non-assigning Party has consented in writing to such assumption and to a release of the assigning Party from such liability. 14.3 If any of the Company, CEI or FEAC terminates its existence as a corporate entity by merger, acquisition, sale, consolidation, or otherwise, or if all or substantially all of such party's assets are transferred to another person or business entity (a "Successor") without complying with this Article

Assignment/Change in Corporate Identity. 14.1 27.1 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 without the prior written consent of the other Party; which , said consent shall 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 majority-owned subsidiary (direct or indirect) which acquires all, or substantially all, of Producer's interest in the 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 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) and (ii) of this Section 14.1 or 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. 14.2 No assignment27.2 Except as set forth in this Article 27, transfer, conveyance, no assignment or disposition transfer of rights or obligations under this Agreement by a Party Buyer shall relieve that Party Buyer from full liability and financial responsibility for the performance thereof after any such transfer, assignment, conveyance, transfer or disposition assignment unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party Buyer under this Agreement and the non-assigning Party Seller has consented in writing to such assumption and assumption; said consent not to a release of the assigning Party from such liabilitybe unreasonably withheld. 14.3 27.3 Except as set forth in this Article 27, no assignment or transfer of rights or obligations under this Agreement by Seller shall relieve Seller from full liability and financial responsibility for the performance after any such transfer or assignment unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of Seller under this Agreement and Buyer has consented in writing to such assumption; said consent not to be unreasonably withheld. 27.4 If any of the Company, CEI or FEAC either Party terminates its existence as a corporate entity entity, and by merger, acquisition, sale, consolidation, or otherwise, or if all or substantially all of such partyParty's assets are transferred to another person or business entity (a "Successor") without complying with this ArticleArticle 27, the other Party shall have the right, enforceable in a court of competent jurisdiction, to enjoin the Party's successor from using the property in any manner inconsistent with this Agreement

Assignment/Change in Corporate Identity. 14.1 27.1 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 theft respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned without the prior written consent of the other Party; which , said consent shall 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 majority-owned subsidiary (direct or indirect) which acquires all, or substantially all, of Producer's interest in the 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 Buyer or its permitted assignee may assign, transfer, pledge or otherwise dispose of its rights right and interests iiterests 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, thereof provided, however, that no such assignment described in (i) and (ii) of this Section 14.1 or 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 Facilities, so long as the Company's rights under this Agreement are not thereby altered, amended, diminished or otherwise impaired. 14.2 No assignment, transfer, conveyance, or disposition of rights or obligations under this Agreement by a Party shall relieve that Party from full liability and financial responsibility for the performance thereof after any such transfer, assignment, conveyance, or disposition unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party under this Agreement and the non-assigning Party has consented in writing to such assumption and to a release of the assigning Party from such liability. 14.3 If any of the Company, CEI or FEAC terminates its existence as a corporate entity by merger, acquisition, sale, consolidation, or otherwise, or if all or substantially all of such party's assets are transferred to another person or business entity (a "Successor") without complying with this Articlethe

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 23.1 Neither this Amended Agreement nor any of the rights, interests, or obligations hereunder shall be assigned 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; which , said consent shall not to be unreasonably withheld or delayedwithheld. Any assignment of this Amended Agreement in violation of the foregoing shall be, at the option of the non-assigning Party, void. . (a) Notwithstanding the foregoing, (i) Producer may assign all of its rights and obligations hereunder to any majority-owned subsidiary (direct or indirect) which acquires all, or substantially all, of Producer's interest in the 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 Generating Company or its permitted assignee may assign, transfer, pledge or otherwise dispose of its rights and interests hereunder to a trustee trustee, lending institution, or lending institution any Person for the purposes of financing or refinancing the Producer's Generating FacilitiesFacility, 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) and (ii) of this Section 14.1 or disposition shall relieve or in any way discharge Generating Company or such permitted assignee from the Assignor from any performance of its duties and obligations hereunderunder this Amended Agreement. The Company DLC 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 FacilitiesFacility, so long as the CompanyDLC's rights under this Amended Agreement are not thereby materially altered, amended, diminished or otherwise impaired. 14.2 (b) Notwithstanding the foregoing, Generating Company may assign its obligations hereunder in order to facilitate Generating Company obtaining or maintaining exempt wholesale generator status so long as Generating Company provides written notice to DLC of any such assignment. (c) Notwithstanding the foregoing, either Party may assign this Amended Agreement to a successor to all or substantially all of the assets of such Party by way of merger, consolidation, sale or otherwise, provided such successor assumes and becomes liable for all of such Party's duties and obligations hereunder. 23.2 No assignment, transfer, conveyance, assignment or disposition transfer of rights or obligations under this Amended Agreement by a Party Generating Company shall relieve that Party Generating Company from full liability and financial responsibility for the performance thereof after any such transfer, assignment, conveyance, transfer or disposition assignment unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of that Party Generating Company under this Amended Agreement and the non-assigning Party DLC has consented in writing to such assumption assumption; said consent not to be unreasonably withheld. Notwithstanding the foregoing, an assignment by the Generating Company to an Affiliate as contemplated in Section 23.1 shall relieve the Generating Company from full liability and to a release financial responsibility, effective on the date that Affiliate assumes ownership of the assigning Party from such liabilityFacilities. 14.3 23.3 Except as set forth in Section 23.1 above, no assignment or transfer of rights or obligations under this Amended Agreement by DLC shall relieve DLC from full liability and financial responsibility for the performance thereof after any such transfer or assignment unless and until the transferee or assignee shall agree in writing to assume the obligations and duties of DLC under this Amended Agreement and Generating Company has consented in writing to such assumption; said consent not to be unreasonably withheld. 23.4 If any of the Company, CEI or FEAC either Party terminates its existence as a corporate entity by merger, acquisition, sale, consolidation, consolidation or otherwise, or if all or substantially all of such partyParty's assets are transferred to another person or business entity (a "Successor") entity, without complying with this ArticleSections 23.2 and 23.3 above, the other Party shall have the right, enforceable in a court of competent jurisdiction, to enjoin the first Party's successor from using the property in any manner that interferes with, impedes, or restricts such other Party's ability to carry out its ongoing business operations, rights and obligations. 23.5 This Amended Agreement and all of the provisions hereof are binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns.