Common use of Assignment Permitted Clause in Contracts

Assignment Permitted. Neither party may assign or otherwise transfer its rights or obligations under this Agreement except as provided in this section. (a) SWBT may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without Applicant’s consent, to any entity controlling, controlled by, or under common control with SWBT or which acquires or succeeds to ownership of substantially all of SWBT’s assets. (b) Applicant may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without SWBT’s consent, to: any telecommunications carrier or cable system operator which (1) is entitled to access to SWBT’s poles, ducts, conduits, and rights-of-way under the Pole Attachment Act and (2) controls, is controlled by, or is under common control with Applicant or acquires and succeeds to ownership of substantially all of Applicant’s assets; provided, however, that such assignment shall not be effective until Applicant has given SWBT written notice of the assignment pursuant to Section 24.03 and guaranteed the performance of Applicant’s assignee or successor. Applicant’s assignee or successor shall assume all outstanding obligations of Applicant under this Agreement, including but not limited to all liabilities and contingent liabilities of Applicant arising out of or in connection with this Agreement. (c) Applicant may, ancillary to a bona fide loan transaction between Applicant and any lender, and without SWBT’s consent, grant security interests or make collateral assignments in substantially all of Applicant’s assets, including Applicant’s rights under this Agreement, subject to the express terms of this Agreement. In the event Applicant’s lender, in the bona fide exercise of its rights as a secured lender, forecloses on its security interest or arranges for a third party to acquire Applicant’s assets through public or private sale or through an Agreement with Applicant, Applicant’s lender or the third party acquiring Applicant’s rights under this Agreement shall assume all outstanding obligations of Applicant under the agreement and provide proof satisfactory to SWBT that such lender or third party has complied or will comply with all requirements established under this Agreement. Notwithstanding any provisions of this Agreement to the contrary, such foreclosure by Applicant’s lender or acquisition of assets by such third party shall not constitute a breach of this Agreement and, upon such foreclosure or acquisition, Applicant’s lender or such third party shall succeed to all rights and remedies of Applicant under this Agreement (other than those rights and remedies, if any, which have not been transferred and, if Applicant is a debtor under the Federal Bankruptcy Code, those rights, if any, which remain a part of the debtor’s estate notwithstanding an attempted foreclosure or transfer) and to all duties and obligations of Applicant under the Agreement, including liability to SWBT for any act, omission, default, or obligation that arose or occurred under the Agreement prior to the date on which such lender or third party succeeds to the rights of Applicant under the Agreement, as applicable. (1) In the event Applicant or Applicant’s lender requests that SWBT, in connection with a bona fide loan transaction between Applicant and Applicant’s lender, sign any additional consents, or make other accommodations to protect such lender’s interest, Applicant or Applicant’s lender shall reimburse SWBT for all expenses incurred by SWBT in connection with such requests and accommodations, including but not limited to in-house or outside legal expenses incurred by SWBT in processing the request. (2) In the event Applicant or Applicant’s lender desires that SWBT provide notices to Applicant’s lender or permit Applicant’s lender, in the event of a breach, to cure any default or termination event if Applicant fails to do so, Applicant shall notify SWBT’s authorized agent, as designated in Article 29 of this Agreement, that such notices may be sent to Applicant’s lender as well to Applicant. Nothing contained in this subsection shall be construed as imposing any duty on SWBT in favor of Applicant’s lender, and this section shall not be construed to provide Applicant’s lender or any other third parties with any rights, claims, causes of action of any kind. Applicant waives any and all claims or causes of action, of every kind and character, past, present, or future, arising out of or in connection with the giving of any notice to Applicant’s lender pursuant to this section or any failure to give such notice. (d) Either party may assign or transfer rights or obligations under this Agreement on such terms and conditions as are mutually acceptable to the other party and with such other party’s prior written consent, which consent may be withheld only for due cause and justification. (e) No assignment or transfer by Applicant of rights under this Agreement, licenses subject to this Agreement, or authorizations granted under this Agreement shall be effective until Applicant, its successors, and assigns have complied with the provisions of this article, secured SWBT’s prior written consent to the assignment or transfer, if necessary, and given SWBT notice of the assignment or transfer pursuant to Section 24.03. (f) Except as otherwise expressly provided in this article, neither this Agreement, nor any licenses or authorizations subject to this Agreement, shall inure to the benefit of Applicant’s successors or assigns without SWBT’s prior written consent.

Assignment Permitted. Neither party Party may assign assign, or otherwise transfer its rights or obligations obligations, under this Agreement Attachment except as provided in this sectionSection. (a) SWBT 25.2.1 AT&T may assign its rights, delegate its benefits, and delegate its duties and obligations under this AgreementAttachment, without ApplicantAttaching Party’s consent, to any entity controlling, controlled by, or under common control with SWBT AT&T, or which acquires or succeeds to ownership of substantially all of SWBTAT&T’s assets. (b) Applicant may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without SWBT’s consent, to: any telecommunications carrier or cable system operator which (1) is entitled to access to SWBT’s poles, ducts, conduits, and rights-of-way under the Pole Attachment Act and (2) controls, is controlled by, or is under common control with Applicant or acquires and succeeds to ownership of substantially all of Applicant’s assets; provided, however, that such assignment shall not be effective until Applicant has given SWBT written notice of the assignment pursuant to Section 24.03 and guaranteed the performance of Applicant’s assignee or successor. Applicant’s assignee or successor shall assume all outstanding obligations of Applicant under this Agreement, including but not limited to all liabilities and contingent liabilities of Applicant arising out of or in connection with this Agreement. (c) Applicant 25.2.2 Attaching Party may, ancillary to a bona fide loan transaction between Applicant Attaching Party and any lender, and without SWBTAT&T’s consent, grant security interests or make collateral assignments in substantially all of ApplicantAttaching Party’s assets, including ApplicantAttaching Party’s rights under this AgreementAttachment, subject to the express terms of this AgreementAttachment. In the event ApplicantAttaching Party’s lender, in the bona fide exercise of its rights as a secured lender, forecloses on its security interest or arranges for a third party to acquire ApplicantAttaching Party’s assets through public or private sale or through an Agreement agreement with ApplicantAttaching Party (“the Transfer Contract”), ApplicantAttaching Party’s lender or the third party acquiring ApplicantAttaching Party’s rights under this Agreement Attachment shall assume all outstanding obligations of Applicant Attaching Party under the agreement Transfer Contract and provide proof satisfactory to SWBT AT&T that such lender or third party has complied or will comply with all requirements established under this AgreementAttachment. Notwithstanding any provisions of this Agreement Attachment to the contrary, such foreclosure by ApplicantAttaching Party’s lender or acquisition of assets by such third party shall not constitute a breach of this Agreement Attachment and, upon such foreclosure or acquisition, ApplicantAttaching Party’s lender or such third party shall succeed to all rights and remedies of Applicant Attaching Party under this Agreement Attachment (other than those rights and remedies, if any, which have not been transferred and, if Applicant Attaching Party is a debtor under the Federal Bankruptcy Code, those rights, if any, which remain a part of the debtor’s estate notwithstanding an attempted foreclosure or transfer) and to all duties and obligations of Applicant Attaching Party under the Agreementthis Attachment, including liability to SWBT AT&T for any act, omission, default, or obligation that arose or occurred under the Agreement this Attachment prior to the date on which such lender or third party succeeds to the rights of Applicant Attaching Party under the AgreementTransfer Contract, as applicable. (1) In the event Applicant or Applicant’s lender requests that SWBT, in connection with a bona fide loan transaction between Applicant and Applicant’s lender, sign any additional consents, or make other accommodations to protect such lender’s interest, Applicant or Applicant’s lender shall reimburse SWBT for all expenses incurred by SWBT in connection with such requests and accommodations, including but not limited to in-house or outside legal expenses incurred by SWBT in processing the request. (2) In the event Applicant or Applicant’s lender desires that SWBT provide notices to Applicant’s lender or permit Applicant’s lender, in the event of a breach, to cure any default or termination event if Applicant fails to do so, Applicant shall notify SWBT’s authorized agent, as designated in Article 29 of this Agreement, that such notices may be sent to Applicant’s lender as well to Applicant. Nothing contained in this subsection shall be construed as imposing any duty on SWBT in favor of Applicant’s lender, and this section shall not be construed to provide Applicant’s lender or any other third parties with any rights, claims, causes of action of any kind. Applicant waives any and all claims or causes of action, of every kind and character, past, present, or future, arising out of or in connection with the giving of any notice to Applicant’s lender pursuant to this section or any failure to give such notice. (d) Either party may assign or transfer rights or obligations under this Agreement on such terms and conditions as are mutually acceptable to the other party and with such other party’s prior written consent, which consent may be withheld only for due cause and justification. (e) 25.2.3 No assignment or transfer by Applicant Attaching Party of rights under this AgreementAttachment, licenses Occupancy Permit subject to this AgreementAttachment, or authorizations granted under this Agreement Attachment shall be effective until ApplicantAttaching Party, its successors, and assigns have complied with the provisions of this articleSection, secured SWBTAT&T’s prior written consent to the assignment or transfer, if necessary, and given SWBT AT&T notice of the assignment or transfer pursuant to Section 24.03. (f) Except as otherwise expressly provided in this article25.3, neither this Agreement, nor any licenses or authorizations subject to this Agreement, shall inure to the benefit of Applicant’s successors or assigns without SWBTand secured AT&T’s prior written consentconsent to the assignment or transfer, unless such consent is not necessary pursuant to Section 25.2.2 of this Attachment.

Assignment Permitted. Neither party Party may assign assign, or otherwise transfer its rights or obligations obligations, under this Agreement except as provided in this section. (a) SWBT 11.1.1 AT&T may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without ApplicantAttaching Party’s consent, to any entity controlling, controlled by, or under common control with SWBT AT&T or which acquires or succeeds to ownership of substantially all of SWBTAT&T’s assets. (b) Applicant may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without SWBT’s consent, to: any telecommunications carrier or cable system operator which (1) is entitled to access to SWBT’s poles, ducts, conduits, and rights-of-way under the Pole Attachment Act and (2) controls, is controlled by, or is under common control with Applicant or acquires and succeeds to ownership of substantially all of Applicant’s assets; provided, however, that such assignment shall not be effective until Applicant has given SWBT written notice of the assignment pursuant to Section 24.03 and guaranteed the performance of Applicant’s assignee or successor. Applicant’s assignee or successor shall assume all outstanding obligations of Applicant under this Agreement, including but not limited to all liabilities and contingent liabilities of Applicant arising out of or in connection with this Agreement. (c) Applicant 11.1.2 Attaching Party may, ancillary to a bona fide loan transaction between Applicant Attaching Party and any lender, and without SWBTAT&T’s consent, grant security interests or make collateral assignments in substantially all of ApplicantAttaching Party’s assets, including ApplicantAttaching Party’s rights under this Agreement, subject to the express terms of this Agreement. In the event ApplicantAttaching Party’s lender, in the bona fide exercise of its rights as a secured lender, forecloses on its security interest or arranges for a third party to acquire ApplicantAttaching Party’s assets through public or private sale or through an Agreement agreement with ApplicantAttaching Party, ApplicantAttaching Party’s lender or the third party acquiring ApplicantAttaching Party’s rights under this Agreement shall assume all outstanding obligations of Applicant Attaching Party under the agreement Agreement and provide proof satisfactory to SWBT AT&T that such lender or third party has complied or will comply with all requirements established under this Agreement. Notwithstanding any provisions of this Agreement to the contrary, such foreclosure by ApplicantAttaching Party’s lender or acquisition of assets by such third party shall not constitute a breach of this Agreement and, upon such foreclosure or acquisition, ApplicantAttaching Party’s lender or such third party shall succeed to all rights and remedies of Applicant Attaching Party under this Agreement (other than those rights and remedies, if any, which have not been transferred and, if Applicant Attaching Party is a debtor under the Federal Bankruptcy Code, those rights, if any, which remain a part of the debtor’s estate notwithstanding an attempted foreclosure or transfer) and to all duties and obligations of Applicant Attaching Party under the Agreement, including liability to SWBT AT&T for any act, omission, default, or obligation that arose or occurred under the Agreement prior to the date on which such lender or third party succeeds to the rights of Applicant Attaching Party under the Agreement, as applicable. (1) In the event Applicant or Applicant’s lender requests that SWBT11.1.3 Except as provided herein, in connection with a bona fide loan transaction between Applicant and Applicant’s lender, sign any additional consents, or make other accommodations to protect such lender’s interest, Applicant or Applicant’s lender shall reimburse SWBT for all expenses incurred by SWBT in connection with such requests and accommodations, including but not limited to in-house or outside legal expenses incurred by SWBT in processing the request. (2) In the event Applicant or Applicant’s lender desires that SWBT provide notices to Applicant’s lender or permit Applicant’s lender, in the event of a breach, to cure any default or termination event if Applicant fails to do so, Applicant shall notify SWBT’s authorized agent, as designated in Article 29 of this Agreement, that such notices may be sent to Applicant’s lender as well to Applicant. Nothing contained in this subsection shall be construed as imposing any duty on SWBT in favor of Applicant’s lender, and this section shall not be construed to provide Applicant’s lender or any other third parties with any rights, claims, causes of action of any kind. Applicant waives any and all claims or causes of action, of every kind and character, past, present, or future, arising out of or in connection with the giving of any notice to Applicant’s lender pursuant to this section or any failure to give such notice. (d) Either party may assign or transfer rights or obligations under this Agreement on such terms and conditions as are mutually acceptable to the other party and with such other party’s prior written consent, which consent may be withheld only for due cause and justification. (e) No no assignment or transfer by Applicant Attaching Party of rights under this Agreement, licenses occupancy permit subject to this Agreement, or authorizations granted under this Agreement shall be effective until ApplicantAttaching Party, its successors, and assigns have complied with the provisions of this article, secured SWBTAT&T’s prior written consent to the assignment or transfer, if necessary, and given SWBT AT&T notice of the assignment or transfer pursuant to Section 24.03. (f) Except as otherwise expressly provided in this article11.2, neither and secured AT&T’s prior written consent to the assignment or transfer, unless such consent is not necessary pursuant to Section 11.1.2 of this Agreement, nor any licenses which consent shall not be unreasonably withheld, conditioned or authorizations subject to this Agreement, shall inure to the benefit of Applicant’s successors or assigns without SWBT’s prior written consentdelayed.

Assignment Permitted. Neither party may assign or otherwise transfer its rights or obligations under this Agreement except as provided in this section. (a) SWBT may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without Applicant’s consent, to any entity controlling, controlled by, or under common control with SWBT or which acquires or succeeds to ownership of substantially all of SWBT’s assets. (b) Applicant may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without SWBT’s consent, to: any telecommunications carrier or cable system operator which (1) is entitled to access to SWBT’s poles, ducts, conduits, and rights-of-way under the Pole Attachment Act and (2) controls, is controlled by, or is under common control with Applicant or acquires and succeeds to ownership of substantially all of Applicant’s assets; provided, however, that such assignment shall not be effective until Applicant has given SWBT written notice of the assignment pursuant to Section 24.03 and guaranteed the performance of Applicant’s assignee or successor. Applicant’s assignee or successor shall assume all outstanding obligations of Applicant under this Agreement, including but not limited to all liabilities and contingent liabilities of Applicant arising out of or in connection with this Agreement. (c) Applicant may, ancillary to a bona fide loan transaction between Applicant and any lender, and without SWBT’s consent, grant security interests or make collateral assignments in substantially all of Applicant’s assets, including Applicant’s rights under this Agreement, subject to the express terms of this Agreement. In the event Applicant’s lender, in the bona fide exercise of its rights as a secured lender, forecloses on its security interest or arranges for a third party to acquire Applicant’s assets through public or private sale or through an Agreement with Applicant, Applicant’s lender or the third party acquiring Applicant’s rights under this Agreement shall assume all outstanding obligations of Applicant under the agreement and provide proof satisfactory to SWBT that such lender or third party has complied or will comply with all requirements established under this Agreement. Notwithstanding any provisions of this Agreement to the contrary, such foreclosure by Applicant’s lender or acquisition of assets by such third party shall not constitute a breach of this Agreement and, upon such foreclosure or acquisition, Applicant’s lender or such third party shall succeed to all rights and remedies of Applicant under this Agreement (other than those rights and remedies, if any, which have not been transferred and, if Applicant is a debtor under the Federal Bankruptcy Code, those rights, if any, which remain a part of the debtor’s estate notwithstanding an attempted foreclosure or transfer) and to all duties and obligations of Applicant under the Agreement, including liability to SWBT for any act, omission, default, or obligation that arose or occurred under the Agreement prior to the date on which such lender or third party succeeds to the rights of Applicant under the Agreement, as applicable. (1) In the event Applicant or Applicant’s lender requests that SWBT, in connection with a bona fide loan transaction between Applicant and Applicant’s lender, sign any additional consents, or make other accommodations to protect such lender’s interest, Applicant or Applicant’s lender shall reimburse SWBT for all expenses incurred by SWBT in connection with such requests and accommodations, including but not limited to in-house or outside legal expenses incurred by SWBT in processing the request. (2) In the event Applicant or Applicant’s lender desires that SWBT provide notices to Applicant’s lender or permit Applicant’s lender, in the event of a breach, to cure any default or termination event if Applicant fails to do so, Applicant shall notify SWBT’s authorized agent, as designated in Article 29 of this Agreement, that such notices may be sent to Applicant’s lender as well to Applicant. Nothing contained in this subsection shall be construed as imposing any duty on SWBT in favor of Applicant’s lender, and this section shall not be construed to provide Applicant’s lender or any other third parties with any rights, claims, causes of action of any kind. Applicant waives any and all claims or causes of action, of every kind and character, past, present, or future, arising out of or in connection with the giving of any notice to Applicant’s lender pursuant to this section or any failure to give such notice. (d) Either party may assign or transfer rights or obligations under this Agreement on such terms and conditions as are mutually acceptable to the other party and with such other party’s prior written consent, which consent may be withheld only for due cause and justification. (e) No assignment or transfer by Applicant of rights under this Agreement, licenses subject to this Agreement, or authorizations granted under this Agreement shall be effective until Applicant, its successors, and assigns have complied with the provisions of this article, secured SWBT’s prior written consent to the assignment or transfer, if necessary, and given SWBT notice of the assignment or transfer pursuant to Section 24.03. (f) Except as otherwise expressly provided in this article, neither this Agreement, nor any licenses or authorizations subject to this Agreement, shall inure to the benefit of Applicant’s successors or assigns without SWBT’s prior written consent.

Assignment Permitted. Neither party may assign or otherwise transfer its rights or obligations under this Agreement except as provided in this section. (a) SWBT may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without Applicant’s 's consent, to any entity controlling, controlled by, or under common control with SWBT or which acquires or succeeds to ownership of substantially all of SWBT’s 's assets. (b) Applicant may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without SWBT’s 's consent, to: any telecommunications carrier or cable system operator which (1) is entitled to access to SWBT’s 's poles, ducts, conduits, and rights-of-way under the Pole Attachment Act and (2) controls, is controlled by, or is under common control with Applicant or acquires and succeeds to ownership of substantially all of Applicant’s 's assets; provided, however, that such assignment shall not be effective until Applicant has given SWBT written notice of the assignment pursuant to Section 24.03 and guaranteed the performance of Applicant’s 's assignee or successor. Applicant’s 's assignee or successor shall assume all outstanding obligations of Applicant under this Agreement, including but not limited to all liabilities and contingent liabilities of Applicant arising out of or in connection with this Agreement. (c) Applicant may, ancillary to a bona fide loan transaction between Applicant and any lender, and without SWBT’s 's consent, grant security interests or make collateral assignments in substantially all of Applicant’s 's assets, including Applicant’s 's rights under this Agreement, subject to the express terms of this Agreement. In the event Applicant’s 's lender, in the bona fide exercise of its rights as a secured lender, forecloses on its security interest or arranges for a third party to acquire Applicant’s 's assets through public or private sale or through an Agreement with Applicant, Applicant’s 's lender or the third party acquiring Applicant’s 's rights under this Agreement shall assume all outstanding obligations of Applicant under the agreement and provide proof satisfactory to SWBT that such lender or third party has complied or will comply with all requirements established under this Agreement. Notwithstanding any provisions of this Agreement to the contrary, such foreclosure by Applicant’s 's lender or acquisition of assets by such third party shall not constitute a breach of this Agreement and, upon such foreclosure or acquisition, Applicant’s 's lender or such third party shall succeed to all rights and remedies of Applicant under this Agreement (other than those rights and remedies, if any, which have not been transferred and, if Applicant is a debtor under the Federal Bankruptcy Code, those rights, if any, which remain a part of the debtor’s 's estate notwithstanding an attempted foreclosure or transfer) and to all duties and obligations of Applicant under the Agreement, including liability to SWBT for any act, omission, default, or obligation that arose or occurred under the Agreement prior to the date on which such lender or third party succeeds to the rights of Applicant under the Agreement, as applicable. (1) In the event Applicant or Applicant’s lender requests that SWBT, in connection with a bona fide loan transaction between Applicant and Applicant’s lender, sign any additional consents, or make other accommodations to protect such lender’s interest, Applicant or Applicant’s lender shall reimburse SWBT for all expenses incurred by SWBT in connection with such requests and accommodations, including but not limited to in-house or outside legal expenses incurred by SWBT in processing the request. (2) In the event Applicant or Applicant’s lender desires that SWBT provide notices to Applicant’s lender or permit Applicant’s lender, in the event of a breach, to cure any default or termination event if Applicant fails to do so, Applicant shall notify SWBT’s authorized agent, as designated in Article 29 of this Agreement, that such notices may be sent to Applicant’s lender as well to Applicant. Nothing contained in this subsection shall be construed as imposing any duty on SWBT in favor of Applicant’s lender, and this section shall not be construed to provide Applicant’s lender or any other third parties with any rights, claims, causes of action of any kind. Applicant waives any and all claims or causes of action, of every kind and character, past, present, or future, arising out of or in connection with the giving of any notice to Applicant’s lender pursuant to this section or any failure to give such notice. (d) Either party may assign or transfer rights or obligations under this Agreement on such terms and conditions as are mutually acceptable to the other party and with such other party’s prior written consent, which consent may be withheld only for due cause and justification. (e) No assignment or transfer by Applicant of rights under this Agreement, licenses subject to this Agreement, or authorizations granted under this Agreement shall be effective until Applicant, its successors, and assigns have complied with the provisions of this article, secured SWBT’s prior written consent to the assignment or transfer, if necessary, and given SWBT notice of the assignment or transfer pursuant to Section 24.03. (f) Except as otherwise expressly provided in this article, neither this Agreement, nor any licenses or authorizations subject to this Agreement, shall inure to the benefit of Applicant’s successors or assigns without SWBT’s prior written consent.