Common use of Assignment; Succession Clause in Contracts

Assignment; Succession. 19.1 Except as provided in this Article, IRU Grantee shall not assign this Agreement to any other party without the prior written consent of McLeodUSA, provided, however, that without such consent, IRU Grantee shall have the right to assign, sublet or otherwise transfer this Agreement, in whole or in part, to any parent, subsidiary or affiliate of IRU Grantee or to any person, firm or corporation which shall control, be under the control of or be under common control with IRU Grantee, or any corporation or entity into which IRU Grantee, or a subsidiary of IRU Grantee, may be merged or consolidated or which purchases all or substantially all of the assets of IRU Grantee, or a subsidiary of IRU Grantee. 19.2 Except as provided in this Article, McLeodUSA shall not assign this Agreement to any other party without the prior written consent of IRU Grantee, provided, however, that without such consent, McLeodUSA shall have the right to assign, sublet or otherwise transfer this Agreement, in whole or in part, to any parent, subsidiary or affiliate of McLeodUSA or to any person, firm or corporation which shall control, be under the control of or be under common control with McLeodUSA, or any corporation or entity into which McLeodUSA, or a subsidiary of McLeodUSA, may be merged or consolidated or which purchases all or substantially all of the assets of McLeodUSA, or a subsidiary of McLeodUSA. 19.3 Subject to the provisions of this Article, each of the parties’ respective rights and obligations hereunder, shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors and assigns. 19.4 During the term of this Agreement, the IRU Grantee shall have the right, without the prior written consent of McLeodUSA, to assign, lease, grant an IRU with respect to, or otherwise in any manner transfer or make available in any manner to any third party the right to use, or use of or access in any manner to any of the IRU Grantee’s rights in the whole and discrete IRU Fibers which are part of the McLeodUSA system. Promptly following any such subsequent IRU grant, the IRU Grantee shall give McLeodUSA written notice identifying the transferee.

Assignment; Succession. 19.1 23.1 Except as provided in this Article, IRU Grantee shall not assign this Agreement to any other party without the prior written consent of McLeodUSAOwner, provided, however, that without such consent, IRU Grantee shall have the right to assign, sublet or otherwise transfer this Agreement, in whole or in part, to any parent, subsidiary or affiliate of IRU Grantee or to any person, firm or corporation which shall control, be under the control of or be under common control with IRU Grantee, or any corporation or entity into which IRU Grantee, or a subsidiary of IRU Grantee, may be merged or consolidated or which purchases all or substantially all of the assets of IRU Grantee, or a subsidiary of IRU Grantee. 19.2 23.2 Except as provided in this Article, McLeodUSA Owner shall not assign this Agreement to any other party without the prior written consent of IRU Grantee, provided, however, that without such consent, McLeodUSA Owner shall have the right to assign, sublet or otherwise transfer this Agreement, in whole or in part, to any parent, subsidiary or affiliate of McLeodUSA Owner or to any person, firm or corporation which shall control, be under the control of or be under common control with McLeodUSAOwner, or any corporation or entity into which McLeodUSAOwner, or a subsidiary of McLeodUSAOwner, may be merged or consolidated or which purchases all or substantially all of the assets of McLeodUSAOwner, or a subsidiary of McLeodUSAOwner. 19.3 23.3 Subject to the provisions of this Article, each of the parties’ respective rights and obligations hereunder, shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors and assigns. 19.4 23.4 Right to resell IRU and IRU repurchase: 23.4.1 During the first three (3) years of the initial IRU term of this Agreement, Owner and IRU Grantee agree that IRU Grantee shall not assign, lease, grant an IRU with respect to, or otherwise in any manner transfer or make available in any manner to any third party the right to use, or use of or access in any manner to any of the IRU Grantee’s rights in the whole and discrete IRU Fibers which are part of the Owner’s system, unless permission is specifically granted and approved in writing by the Owner, such approval not being unreasonably withheld. Nothing contained in this Article 23.4 shall prohibit McLeodUSA from leasing or selling capacity in lit McLeodUSA IRU Fibers. Nothing contained in this Article 23.4 shall prohibit Norlight from leasing or selling capacity in lit Norlight IRU Fibers. 23.4.2 After the first three (3) years and until the conclusion of the fifth (5th) year from the date of this Agreement, the IRU Grantee shall give Owner written notice if IRU Grantee has excess IRU Fibers (“Notice”). Upon receiving Notice, and unless the Notice is withdrawn by the IRU Grantee, the Owner shall have the right, but not the obligation, to purchase the IRU or portion of IRU contained in the Notice (“Right to Repurchase”) for a dollar amount (“Repurchase Amount”) equal to: The initial total per fiber, per fiber mile IRU cost share for the specific Segment as indicated in the applicable Exhibit A, multiplied by both (a) the quantity of IRU Fibers contained in the Notice, and, (b) the number of Segment miles in the Notice. During the same time period in this Subarticle 23.4.2, IRU Grantee shall provide Owner with any written letter of interest (“Offer”) from a third party who wishes to lease fibers or purchase an IRU from the IRU Grantee. The Offer shall contain a description of the route in which the third party desires a fiber lease or IRU purchase, the number of fibers desired, and the approximate route mileage. The Owner shall have fifteen (15) days to review the Offer and shall have the Right to Repurchase, but not the obligation to repurchase, for the Repurchase Amount. The Owner shall notify the IRU Grantee in writing whether Owner exercises its Right to Repurchase the IRU or portion of IRU. Should Owner elect to not exercise its Right to Repurchase the IRU or portion of IRU, or not respond within fifteen (15) days after receipt of the Offer, the IRU Grantee shall have the right to market excess IRU Fibers without restriction and shall have permission to assign, lease, grant an IRU with respect to, or otherwise in any manner transfer or make available in any manner to any third party the right to use, or use of or access in any manner to any of the IRU Grantee’s rights in the whole and discrete IRU Fibers which are part of the Owner’s system, for the remainder of the IRU term. 23.4.3 After five (5) years from the date of this Agreement, the IRU Grantee shall have the right, without the prior written consent of McLeodUSAthe Owner, to assign, lease, grant an IRU with respect to, or otherwise in any manner transfer or make available in any manner to any third party the right to use, or use of or access in any manner to any of the IRU Grantee’s rights in the whole and discrete IRU Fibers which are part of the McLeodUSA Owner’s system. Promptly following any such subsequent IRU grant, the IRU Grantee shall give McLeodUSA Owner written notice identifying the transferee.

Assignment; Succession. 19.1 22.1 Except as provided in this ArticleSubarticle 22.1, IRU Grantee MCI shall not assign or otherwise transfer this Agreement Agreement, in whole or in part, to any other party without the prior written consent of McLeodUSAFiveCom, which consent shall not be unreasonably withheld or delayed; provided, however, that without such consent, IRU Grantee MCI shall have the right to assign, sublet or otherwise transfer this Agreement, in whole or in part, to any parent, subsidiary or affiliate of IRU Grantee or to any person, firm or corporation MCI which shall control, be under the control of or be under common control with IRU GranteeMCI, or any corporation or entity into which IRU Grantee, or a subsidiary of IRU Grantee, may be merged or consolidated or which purchases all or substantially all of the assets of IRU Grantee, MCI. Any assignee or a subsidiary transferee shall continue to perform the MCI obligations to FiveCom under this Agreement. It will be reasonable for FiveCom to take into consideration the financial stability and ability to pay of IRU Granteeany assignee. 19.2 22.2 Except as provided in this ArticleSubarticle 22.2, McLeodUSA FiveCom shall not assign this Agreement to any other party without the prior written consent of IRU Grantee, provided, however, that without such consent, McLeodUSA shall have the right to assign, sublet or otherwise transfer this Agreement, in whole or in part, to any other party without the prior written consent of MCI, which consent shall not be unreasonably withheld or delayed. It is expressly understood that MCI shall not consent to any such assignment if MCI has reasonably determined that the proposed assignee lacks appropriate financial viability and technical capabilities suitable for providing maintenance and repair of the MCI Fibers and is incapable of performing FiveCom's obligations under this Agreement to MCI'S satisfaction. Notwithstanding the foregoing provisions of this Subarticle 22.2, FiveCom shall have the right, without MCI's consent, to assign or otherwise transfer this Agreement to any parent, subsidiary or affiliate of McLeodUSA or to any person, firm or corporation FiveCom which shall control, be under the control of or be under common control with McLeodUSAFiveCom, or any corporation or entity into which McLeodUSA, or a subsidiary of McLeodUSA, may be merged or consolidated or which purchases all or substantially all of the assets of McLeodUSA, FiveCom. Any assignee or a subsidiary transferee shall continue to perform the FiveCom obligations to MCI under the terms of McLeodUSAthis Agreement. 19.3 22.3 Subject to the provisions of this ArticleArticle XXII, this Agreement, and each of the parties’ ' respective rights and obligations hereunder, shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors and assigns. 19.4 During the term of this Agreement, the IRU Grantee shall have the right, without the prior written consent of McLeodUSA, to assign, lease, grant an IRU with respect to, or otherwise in any manner transfer or make available in any manner to any third party the right to use, or use of or access in any manner to any of the IRU Grantee’s rights in the whole and discrete IRU Fibers which are part of the McLeodUSA system. Promptly following any such subsequent IRU grant, the IRU Grantee shall give McLeodUSA written notice identifying the transferee.

Assignment; Succession. 19.1 Except as provided in 15.1 Subject to Section 15.2, this Article, IRU Grantee Agreement shall not assign this Agreement be assignable nor shall the rights licensed hereunder or the ownership of the NDA (other than pursuant to Section 5.10) be transferable in any other party without the way by either Party except by prior written consent of McLeodUSAthe other Party, not to be unreasonably withheld, conditioned or delayed; provided, however, that: (a) other than with respect to assignment of the ownership of the NDA, which assignment shall require the consent of the other Party, not to be unreasonably withheld, conditioned or delayed, either Party may assign this Agreement in whole or in part to a corporate Affiliate on reasonable prior written notice to the other Party of such assignment on the condition that without the assigning Party shall remain liable hereunder for the prompt payment and performance of all obligations of the assignee; (b) this Agreement may be assigned by a Party to a Third Party in connection with a sale or transfer of all or substantially all of such consentParty's business or assets to which this Agreement relates or in connection with a merger or consolidation transaction involving such Third Party provided always that such Third Party gives a written deed of undertaking to the non-affected Party agreeing to abide by all the obligations under this Agreement of the assigning Party; and (c) Licensee may pledge, IRU Grantee shall have grant a security interest, lien or charge in, or other encumbrance upon, any of Licensee’s rights or interests in this Agreement (and may assign this Agreement or the right to assign, sublet or otherwise transfer this Agreementrights hereunder, in whole or in part, to part in connection with any parent, subsidiary or affiliate of IRU Grantee or to any person, firm or corporation which shall control, be under the control of or be under common control with IRU Grantee, or any corporation or entity into which IRU Grantee, or a subsidiary of IRU Grantee, may be merged or consolidated or which purchases all or substantially all of the assets foregoing), including without limitation pursuant to the terms of IRU Granteethe Term Loan Agreement (and any amendment, restatement, replacement or a subsidiary of IRU Granteerefinancing thereof) and any related documents. 19.2 Except as provided in this Article15.2 If a Bankruptcy Event occurs with respect to the Licensee, McLeodUSA then: (a) the Licensee shall not be permitted to assign this Agreement or transfer its rights hereunder; and (b) except as specified in Section 15.1(c), the Licensor shall not be deemed to have consented to: (i) any other party without assignment by the prior written consent Licensee of IRU Grantee, provided, however, that without such consent, McLeodUSA shall have the right to assign, sublet or otherwise transfer this Agreement, in whole ; or in part, to (ii) the transfer of any parent, subsidiary or affiliate of McLeodUSA or to any person, firm or corporation which shall control, be under the control of or be under common control with McLeodUSA, or any corporation or entity into which McLeodUSA, or a subsidiary of McLeodUSA, may be merged or consolidated or which purchases all or substantially all of the assets of McLeodUSA, or a subsidiary of McLeodUSALicensee rights contained in this Agreement. 19.3 Subject to the provisions of this Article, each of the parties’ respective rights and obligations hereunder, 15.3 This Agreement shall be binding upon upon, and shall inure to the benefit of the parties hereto and each of their respective of, all permitted successors and assigns. 19.4 During the term of this Agreement, the IRU Grantee shall have the right, without the prior written consent of McLeodUSA, to assign, lease, grant an IRU with respect to, or otherwise in any manner transfer or make available in any manner to any third party the right to use, or use of or access in any manner to any of the IRU Grantee’s rights in the whole and discrete IRU Fibers which are part of the McLeodUSA system. Promptly following any such subsequent IRU grant, the IRU Grantee shall give McLeodUSA written notice identifying the transferee.

Assignment; Succession. 19.1 23.1 Except as provided in this Article, IRU Grantee shall not assign this Agreement to any other party without the prior written consent of McLeodUSAGrantor, which shall not be unreasonably withheld, provided, however, that without such consent, IRU Grantee shall have the right to assign, sublet or otherwise transfer this Agreement, in whole or in part, to any parent, subsidiary or affiliate of IRU Grantee or to any person, firm or corporation which shall control, be under the control of or be under common control with IRU Grantee, or any corporation or entity into which IRU Grantee, Grantee or a subsidiary of IRU Grantee, Grantee may be merged or consolidated or which purchases all or substantially all of the assets of IRU Grantee, Grantee or a subsidiary of IRU Grantee. 19.2 23.2 Except as provided in this Article, McLeodUSA Grantor shall not assign this Agreement to any other party without the prior written consent of IRU Grantee, which shall not be unreasonably withheld, provided, however, that without such consent, McLeodUSA Grantor shall have the right to assign, sublet or otherwise transfer this Agreement, in whole or in part, to any parent, subsidiary or affiliate of McLeodUSA Grantor or to any person, firm or corporation which shall control, be under the control of or be under common control with McLeodUSAGrantor, or any corporation or entity into which McLeodUSAGrantor, or a subsidiary of McLeodUSAGrantor, may be merged or consolidated or which purchases all or substantially all of the assets of McLeodUSAGrantor, or a subsidiary of McLeodUSAGrantor. 19.3 23.3 Subject to the provisions of this Article, Article each of the parties’ ' respective rights and obligations hereunder, shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors and assigns. 19.4 During the term of this Agreement, the IRU Grantee shall have the right, without the prior written consent of McLeodUSA, to assign, lease, grant an IRU with respect to, or otherwise in any manner transfer or make available in any manner to any third party the right to use, or use of or access in any manner to any of the IRU Grantee’s rights in the whole and discrete IRU Fibers which are part of the McLeodUSA system. Promptly following any such subsequent IRU grant, the IRU Grantee shall give McLeodUSA written notice identifying the transferee.

Assignment; Succession. 19.1 Except as provided in As of the Effective Date, Section 15 of the Original Agreement shall be amended and replaced by the following provisions: 14.1 Subject to Section 14.2, this Article, IRU Grantee Agreement shall not assign this Agreement be assignable nor shall the rights licensed hereunder or the ownership of the Joint Ownership Interest or the NDA (other than pursuant to Section 5.10) be transferable in any other party without the way by either Party except by prior written consent of McLeodUSAthe other Party, not to be unreasonably withheld, conditioned or delayed; provided, however, that without such consent, IRU Grantee shall have the right to assign, sublet or otherwise transfer that: a) either Party may assign this Agreement, Agreement together with its Joint Ownership Interest in whole or in part, part to any parent, subsidiary a corporate Affiliate on reasonable prior written notice to the other Party of such assignment on the condition that the assigning Party shall remain liable hereunder for the prompt payment and performance of all obligations of the assignee; b) this Agreement together with a Party’s Joint Onwership Interest or affiliate of IRU Grantee or to any person, firm or corporation which shall control, be under the control of or be under common control with IRU Grantee, or any corporation or entity into which IRU Grantee, or a subsidiary of IRU Grantee, NDA may be merged assigned by a Party to a Third Party in connection with a sale or consolidated or which purchases transfer of all or substantially all of such Party’s business or assets to which this Agreement relates or in connection with a merger or consolidation transaction involving such Third Party (for clarity, an assignment of the assets Agreement must be together with assignment of IRU Granteethe Joint Ownership Interest and NDA), or provided always that such Third Party gives a subsidiary written deed of IRU Granteeundertaking to the non-affected Party agreeing to abide by all the obligations under this Agreement of the assigning Party. 19.2 Except as provided 14.2 The Joint Ownership Interest can only be assigned to a Third Party if and to the extent such Third Party has undertaken in writing vis-à-vis AZ to adhere to the terms of this ArticleAgreement, McLeodUSA including but not limited to Section 2.4 and any payment obligations. 14.3 If a Bankruptcy Event occurs with respect to NNBL, then: a) NNBL shall not be permitted to assign this Agreement or transfer its rights hereunder; and b) except as specified in Section 14.2, AZ shall not be deemed to have consented to: (i) any other party without the prior written consent assignment by NNBL of IRU Grantee, provided, however, that without such consent, McLeodUSA shall have the right to assign, sublet or otherwise transfer this Agreement, ; or (ii) the transfer of any of NNBL rights contained in whole or in part, to any parent, subsidiary or affiliate of McLeodUSA or to any person, firm or corporation which shall control, be under the control of or be under common control with McLeodUSA, or any corporation or entity into which McLeodUSA, or a subsidiary of McLeodUSA, may be merged or consolidated or which purchases all or substantially all of the assets of McLeodUSA, or a subsidiary of McLeodUSAthis Agreement. 19.3 Subject to the provisions of this Article, each of the parties’ respective rights and obligations hereunder, 14.4 This Agreement shall be binding upon upon, and shall inure to the benefit of the parties hereto and each of their respective of, all permitted successors and assigns. 19.4 During the term of this Agreement, the IRU Grantee shall have the right, without the prior written consent of McLeodUSA, to assign, lease, grant an IRU with respect to, or otherwise in any manner transfer or make available in any manner to any third party the right to use, or use of or access in any manner to any of the IRU Grantee’s rights in the whole and discrete IRU Fibers which are part of the McLeodUSA system. Promptly following any such subsequent IRU grant, the IRU Grantee shall give McLeodUSA written notice identifying the transferee.