Common use of Assignment of Agreement in Whole by Company Clause in Contracts

Assignment of Agreement in Whole by Company. In addition to an assignment contemplated by Sections 5.2 and 5.11 hereof, this Agreement may be assigned as a whole by the Company, subject, however, to each of the following conditions: (a) The Company’s rights, duties and obligations under this Agreement and all related documents are assigned to, and assumed in full by, the assignee, all as of a date the Bonds are subject to mandatory purchase under Section 5.01(b) of the Indenture. (b) The assignee and the Company shall execute an assignment and assumption agreement, in form and substance reasonably acceptable to the Company, and acknowledged and agreed to by the Issuer, the Credit Facility Issuer and the Trustee, whereby the assignee shall confirm and acknowledge that it has assumed all of the rights, duties and obligations of the Company under this Agreement and all related documentation and agrees to be bound by and to perform and comply with the terms and provisions of this Agreement and all related documentation as if it had originally executed the same; provided, however, that such acknowledgement and agreement by the Issuer, the Credit Facility Issuer and the Trustee shall not be necessary if the assignee is an Affiliate of the Company. (c) The Company shall furnish to the Issuer, the Credit Facility Issuer and the Trustee an opinion of Bond Counsel (as defined in the Indenture) addressed to the Issuer, the Credit Facility Issuer and the Trustee that such assignment is authorized or permitted by the Act and will not adversely affect the exclusion from gross income of interest on the Bonds. (d) The Company shall, within 30 days after execution thereof, furnish or cause to be furnished to the Issuer, the Credit Facility Issuer and the Trustee a true and complete copy of such assignment and assumption agreement. (e) Any assignment from the Company shall not materially impair fulfillment of the purpose of the Project as herein provided. (f) Upon the effectiveness of such assignment and assumption, the assignee shall be deemed to be the “Company” hereunder and the assignor shall be relieved of all liability hereunder.

Assignment of Agreement in Whole by Company. In addition to an assignment contemplated by Sections 5.2 and Section 5.11 hereof, this Agreement may be assigned as a whole by the Company, subject, however, to each of the following conditions: (a) The Company’s 's rights, duties and obligations under this Agreement and all related documents are assigned to, and assumed in full by, the assignee, all as of a date the Bonds are subject to mandatory purchase under Section 5.01(b) of the Indenture. (b) The assignee and the Company shall execute an assignment and assumption agreement, in form and substance reasonably acceptable to the Company, and acknowledged and agreed to by the Issuer, the Credit Facility Issuer and the Trustee, whereby the assignee shall confirm and acknowledge that it has assumed all of the rights, duties and obligations of the Company under this Agreement and all related documentation and agrees to be bound by and to perform and comply with the terms and provisions of this Agreement and all related documentation as if it had originally executed the same; provided, however, that such acknowledgement acknowledgment and agreement by the Issuer, the Credit Facility Issuer and the Trustee shall not be necessary if the assignee is an Affiliate of the Company. (c) The Company shall furnish to the Issuer, the Credit Facility Issuer and the Trustee an opinion of Bond Counsel (as defined in the Indenture) addressed to the Issuer, the Credit Facility Issuer and the Trustee that such assignment is authorized or permitted by the Act and will not adversely affect the exclusion from gross income of interest on the Bonds. (d) The Company shall, within 30 days after execution thereof, furnish or cause to be furnished to the Issuer, the Credit Facility Issuer and the Trustee a true and complete copy of such assignment and assumption agreement. (e) Any assignment from the Company shall not materially impair fulfillment of the purpose of the Project as herein provided. (f) Upon the effectiveness of such assignment and assumption, the assignee shall be deemed to be the “Company” hereunder and the assignor shall be relieved of all liability hereunder.

Assignment of Agreement in Whole by Company. In addition to an assignment contemplated by Sections 5.2 and Section 5.11 hereof, this Agreement may be assigned as a whole by the Company, subject, however, to each of the following conditions: (a) The Company’s 's rights, duties and obligations under this Agreement and all related documents are assigned to, and assumed in full by, the assignee, all as of a date the Bonds are subject to mandatory purchase under Section 5.01(b) of the Indenture. (b) The assignee and the Company shall execute an assignment and assumption agreement, in form and substance reasonably acceptable to the Company, and acknowledged and agreed to by the Issuer, the Credit Facility Issuer and the Trustee, whereby the assignee shall confirm and acknowledge that it has assumed all of the rights, duties and obligations of the Company under this Agreement and all related documentation and agrees to be bound by and to perform and comply with the terms and provisions of this Agreement and all related documentation as if it had originally executed the same; provided, however, that such acknowledgement and agreement by the Issuer, the Credit Facility Issuer and the Trustee shall not be necessary if the assignee is an Affiliate of the Company. (c) The Company shall furnish to the Issuer, the Credit Facility Issuer and the Trustee an opinion of Bond Counsel (as defined in the Indenture) addressed to the Issuer, the Credit Facility Issuer and the Trustee that such assignment is authorized or permitted by the Act and will not adversely affect the exclusion from gross income of interest on the Bonds. (d) The Company shall, within 30 days after execution thereof, furnish or cause to be furnished to the Issuer, the Credit Facility Issuer and the Trustee a true and complete copy of such assignment and assumption agreement. (e) Any assignment from the Company shall not materially impair fulfillment of the purpose of the Project as herein provided. (f) Upon the effectiveness of such assignment and assumption, the assignee shall be deemed to be the “Company” hereunder and the assignor shall be relieved of all liability hereunder.