Common use of Assignment; Subcontractors Clause in Contracts

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major equipment (i.e., equipment listed on Exhibit E) is not listed on Exhibit E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to this Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafter, the Contractor shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major equipment Supplies (i.e., equipment i.e. Supplies listed on Exhibit EI) is not listed on Exhibit E I hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to this Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafter, the Contractor shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.this

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or 64 60 obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major equipment (i.e., equipment listed on Exhibit E) is not listed on Exhibit E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to this Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafter, the Contractor shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the 65 61 Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.

Assignment; Subcontractors. A. Except (a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including by operation of law), but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party (to be granted in the other Party’s sole discretion), provided that (i) Buyer may assign its indemnification rights to PPA Customers as set forth in Section 13.3 upon notice to Seller, (ii) Buyer may assign all of its right, title and interest in and to this Agreement to an Affiliate wholly owned (directly or indirectly) by The Southern Company without the prior consent of Seller (provided in this Article, neither Party [***] Confidential Treatment Requested Table of Contents that such assignee Affiliate shall assign this Contract Agreement back to the Buyer at any future date that such assignee is no longer an Affiliate of the Buyer), (iii) Buyer may make such an assignment without Seller’s consent to a successor to substantially all of Buyer’s business, whether in a merger, sale of stock, sale of assets or other transaction (other than a transaction with an entity that is a competitor of Seller or its Affiliates, unless consented to under the provisions of paragraph (b)), and (iv) Seller shall be entitled to subcontract any of its obligations under this Agreement without consent (except as set forth in Section 4.6) or to assign its obligations under this Agreement to an Affiliate under common ownership with Seller, provided further that (i) such assignment or subcontracting shall not excuse Seller from the obligation to competently perform any subcontracted or assigned obligations or any right or interest of its other obligations under the Agreement and (ii) nothing in this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it Agreement shall be deemed to be reasonable to withhold require the consent to the assignment of this Contract or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major equipment (i.e., equipment listed on Exhibit E) is not listed on Exhibit E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to this Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafter, the Contractor shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder party with respect to any particular Landing Assets change in control, merger or sale of all or substantially all of the assets of The Southern Company or Seller. Any purported assignment or delegation in violation of this Section shall be null and void. (b) In the event of an assignment by Buyer or other transaction described in paragraph (a)(iii), Buyer shall notify Seller of the identity of the proposed assignee or successor in writing, and Seller shall have the right to consent to such assignment or transaction in the event that Seller reasonably believes such proposed assignee to be a competitor of Seller. Seller shall notify Buyer of its determination within ten (10) Business Days of receipt of notice from Buyer hereunder. If Seller notifies Buyer that it has determined that the proposed assignee is a competitor of Seller and that Seller is electing to withhold consent, then Buyer shall be prohibited from consummating the proposed transaction unless it has been finally determined that such proposed assignee is not a competitor of Seller. (c) Any disputes regarding Seller’s determination of a proposed assignee as a competitor to Seller shall be resolved as follows: (i) Buyer will promptly provide written notification of the dispute to Seller within five (5) Business Days after notice by Seller that it has determined the proposed assignee to be a competitor and that it is withholding its consent. Thereafter, a meeting shall be held promptly between the Parties, attended by Seller’s Chief Financial Officer and Buyer’s Chief Financial Officer, to attempt in good faith to negotiate a resolution of the dispute, provided, that either Party may elect to escalate the dispute to the Parties’ respective Chief Executive Officer at any Transferee, time. (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued If the Parties are not successful in the name of, such Transferee and resolving a dispute within ten (iii10) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion Business Days of the System meeting called for above, the dispute shall be submitted, within ten (10) Business Days thereafter, to a mediator with energy industry experience. The Parties shall cooperate with and provide such documents, information and other assistance as is located, all or part of such portion requested by the mediator to assist in efforts to resolve the dispute. The costs of the System located therein. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) mediator shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting borne equally by the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefromParties.

Assignment; Subcontractors. A. Except (a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including by operation of law), but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party (to be granted in the other Party’s sole discretion), provided that (i) Buyer may assign its indemnification rights to PPA Customers as set forth in Section 13.3 upon notice to Seller, (ii) Buyer may assign all of its right, title and interest in and to this Agreement to an Affiliate wholly owned (directly or indirectly) by The Southern Company without the prior consent of Seller (provided in this Article, neither Party that such assignee Affiliate shall assign this Contract or Agreement back to the Buyer at any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"future date that such assignee is no longer an Affiliate of the Buyer), (iii) Buyer may make such an assignment without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold Seller’s consent to the assignment a successor to substantially all of this Contract Buyer’s business, whether in a merger, sale of stock, sale of assets or any rights, interest or obligations hereunder to other transaction (other than a transaction with an entity that is a competitor of Contractor Seller or an affiliate its Affiliates, unless consented to under the provisions of a competitor or uncreditworthy partyparagraph (b). Nothing herein ), and (iv) Seller shall preclude a Party from employing a subcontractor in carrying out be entitled to subcontract any of its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations Agreement without consent (except as set forth in Section 4.6) or liability (including warranties) under this Contract. If a proposed subcontractor of major equipment (i.e., equipment listed on Exhibit E) is not listed on Exhibit E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to this Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract Agreement to any such financing partiesan Affiliate under common ownership with Seller, and in connection therewithprovided, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing partiesfurther, that (i) prior such assignment or subcontracting shall not excuse Seller from the obligation to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for competently perform any subcontracted or assigned obligations or any of Purchaser's its other obligations hereunder under the Agreement and (ii) thereafter, nothing in this Agreement shall be deemed to require the Contractor shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign all consent of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder party with respect to any particular Landing Assets change in control, merger or sale of all or substantially all of the assets of The Southern Company or Seller. Any purported assignment or delegation in violation of this Section shall be null and void. (b) In the event of an assignment by Buyer or other transaction described in paragraph (a)(iii), Buyer shall notify Seller of the identity of the proposed assignee or successor in writing, and Seller shall have the right to any Transfereeconsent to such assignment or transaction in the event that Seller reasonably believes such proposed assignee to be a competitor of Seller. Seller shall notify Buyer of its determination within ten (10) Business Days of receipt of notice from Buyer hereunder. If Seller notifies Buyer that it has determined that the proposed assignee is a competitor of Seller and that Seller is electing to withhold consent, then Buyer shall be prohibited from consummating the proposed transaction unless it has been finally determined that such proposed assignee is not a competitor of Seller. (c) Any disputes regarding Seller’s determination of a proposed assignee as a competitor to Seller shall be resolved as follows: (i) Buyer will promptly provide written notification of the dispute to Seller within five (5) Business Days after notice by Seller that it has determined the proposed assignee to be a competitor and that it is withholding its consent. Thereafter, a meeting shall be held promptly between the Parties, attended by Seller’s Chief Financial Officer and Buyer’s Chief Financial Officer, to attempt in good faith to negotiate a resolution of the dispute, provided that either Party may 76 (ii) If the Parties are not successful in resolving a dispute within ten (10) Business Days of the meeting called for above, the dispute shall be submitted, within ten (10) Business Days thereafter, to assign Permits a mediator with respect energy industry experience. The Parties shall cooperate with and provide such documents, information and other assistance as is requested by the mediator to such Landing Assets, or have Permits with respect assist in efforts to such Landing Assets issued in resolve the name of, such Transferee and dispute. The costs of the mediator shall be borne equally by the Parties. (iii) If efforts to transfer such Landing Assets or have such Landing Assets transferred directly tomediate are not successful within thirty (30) days of submitting the dispute to the mediator, such Transferee; provided -------- that such Transferee shall execute a supplement both Parties will retain all legal remedies available to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefromthem.

Assignment; Subcontractors. A. Except as provided in this ArticleWithout the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall assign sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Contract Agreement or any right of its rights or interest under this Contractduties hereunder; provided, nor delegate any work or obligation to be performed under this Contract ("Assignment")however, that either Party may make such an assignment without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold ’s consent to the assignment of this Contract its Affiliate or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor successor, whether in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major equipment (i.e., equipment listed on Exhibit E) is not listed on Exhibit E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation sale of stock, or sale of assets provided to which this Agreement pertains and provided, further, that OMEROS may make such an assignment without DSM’s consent to a Third Party to which OMEROS grants commercialization rights to Product in the case Territory. With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of any the rights and obligations hereunder. Any attempted assignment or delegation pursuant to in violation of this Sub-Article 37(B) such assignee Section 21.4 shall assume in writing all warranties, representations be void and of no effect. All validly assigned and delegated rights and obligations of Contractor under this Contract. The Contractor the Parties hereunder shall give the Purchaser written notice 30 days prior be binding upon and inure to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior and be enforceable by and against the successors and permitted assigns of DSM or OMEROS as the case may be. In the event either Party seeks and obtains the other Party’s consent to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse assign or delegate its rights or obligations to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafteranother Party, the Contractor assignee or transferee shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign assume all obligations of its rights and delegate all of its duties assignor or transferor under this Contract Agreement. DSM may, only with OMEROS’ prior written consent at Omeros’ reasonable discretion, utilize subcontractors to perform any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located thereinthis Agreement. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.† DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major equipment (i.e., equipment listed on Exhibit E) is not listed on Exhibit E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to this Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel * with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafter, the Contractor shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) or 37(E) shall be of no force and * MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT. effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major equipment (i.e., equipment listed on Exhibit E) is not listed on Exhibit E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to this Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel * with respect to the Guaranty, * to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior to the closing of the financing * Material omitted and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafter, the Contractor shall have recourse in accordance separately filed with the ConsentCommission under an application for confidential treatment. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles Article 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.