Assignment; Partnership Change in Control Clause Samples
The "Assignment; Partnership Change in Control" clause governs the conditions under which a party may transfer its rights or obligations under the agreement to another entity, and addresses what happens if there is a significant change in ownership or control of a partnership involved in the contract. Typically, this clause restricts assignment without prior written consent from the other party, and may treat a change in control—such as a merger, acquisition, or sale of a majority interest in a partnership—as an assignment requiring similar consent. Its core function is to prevent unwanted or unapproved transfers of contractual obligations, thereby protecting each party from being forced to work with an unfamiliar or undesirable new partner.
Assignment; Partnership Change in Control. 11.1 Neither Party may assign its rights under this Agreement without prior written consent from the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign its rights under this Agreement to a successor in interest resulting from any merger, reorganization, consolidation or as part of a sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto.
11.2 MPC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control; provided, however, that in the case of any Partnership Change of Control, MPC shall have the option to extend the Term of this Agreement as provided in Section 2. MPL shall provide MPC with notice of any Partnership Change of Control at least sixty (60) Days prior to the effective date thereof.
11.3 Notwithstanding anything in the foregoing to the contrary, in the event of any change in ownership of the Pipeline System or MPL, such that MPLX LP, a Delaware limited partnership, does not, directly or indirectly, hold a majority ownership interest in or otherwise control the Pipeline System or its record owners, MPC shall have the right to terminate this Agreement during the sixty (60) Day period following such change in ownership by providing MPL or its successor a minimum of thirty (30) Days prior written notice.
Assignment; Partnership Change in Control