Binding Nature; Assignment; Consent to Assignment Sample Clauses

Binding Nature; Assignment; Consent to Assignment. Except as required by Section 2.1(j), no Party will assign its rights and obligations under this Agreement without the prior written consent of the other Parties, and any such assignment contrary to the terms of this Agreement will be null and void and of no force and effect; provided, however, that (i) each of the Parties will be entitled, without in any way being released from its obligations under this Agreement, to assign its rights and obligations under this Agreement to an Affiliate thereof, and (ii) NEP Acquisitions or the Subsequent Phase Owner may assign its rights under this Agreement to any lender as collateral for its obligations in connection with any financing documents providing financing for the Project or a Subsequent Phase. Upon request of NEP Acquisitions or the Subsequent Phase Owner, any Party will execute a consent to said assignment to any such lender on reasonably acceptable terms and conditions.
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Binding Nature; Assignment; Consent to Assignment. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall assign its rights and obligations under this Agreement without the prior written consent of the other Parties, and any such assignment contrary to the terms of this Agreement will be null and void and of no force and effect, except as permitted by Section 2.1(h); provided, however, that (i) each of the Parties shall be entitled, without in any way being released from its obligations under this Agreement, to assign its rights and obligations under this Agreement to an Affiliate thereof, and (ii) Project Company, Developer or any Subsequent Party, may assign its rights under this Agreement to any lender as collateral for its obligations in connection with any financing documents providing Build Out Agreement (Xxxxx Wind Energy Center, LLC) 1557237.09-WASSR01A - MSW construction or term financing for the Project or a Subsequent Phase or to any counterparty to any energy hedge agreement or power purchase agreement in respect of the Project or a Subsequent Phase. Upon request of Project Company, Developer or any Subsequent Party, each other Party shall execute all consents to said assignment to any such lender on reasonably acceptable terms and conditions. Except as required by Section 2.2 or for mortgages or deeds of trust or grants of liens and security interests, neither Party shall transfer all or any part of its interest in any Subsequent Phase unless it causes the transferee to assume its obligations under this Agreement with respect to the interest so transferred.
Sample 1
Binding Nature; Assignment; Consent to Assignment. This Agreement and all the terms, conditions, provisions and agreements herein contained shall run with the Project Land Rights and shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and a memorandum hereof shall be recorded in the appropriate local record, to the extent reasonably requested by any Project Owner or any of its respective members. Except as permitted by and in accordance with Section 2.1(k), no Party will assign its rights and obligations under this Agreement without the prior written consent of the other Parties, and any such assignment contrary to the terms of this Agreement will be null and void and of no force and effect; provided, however, that (i) each of the Parties will be entitled, without in any way being released from its obligations under this Agreement, to assign its rights and obligations under this Agreement to an Affiliate Form of Build-Out Agreement thereof, and (ii) NEPA or a Subsequent Phase Owner that becomes party to this Agreement in accordance with Section 2.1(a) or Section 2.1(k) hereof may assign its rights under this Agreement to any lender as collateral for its obligations in connection with any financing documents providing financing for a Project or a Subsequent Phase. Upon request of NEPA or such a Subsequent Phase Owner, any Party will execute a consent to said assignment to any such lender on reasonably acceptable terms and conditions.
Sample 1
Binding Nature; Assignment; Consent to Assignment. Subject to the provisions of Section 9.2, this Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors and legal representatives and permitted assigns. Seller shall not assign its rights and obligations under this Agreement, without the prior written consent of the Purchaser. Purchaser shall not assign its rights and obligations under this Agreement, without the prior written consent of Seller, provided that, Purchaser shall be permitted to assign this Agreement to an Affiliate without Seller’s prior written consent. Any assignment contrary to the terms hereof shall be null and void and of no force and effect. Seller and Purchaser agree to acknowledge the transfer of the rights and obligations of the other made in accordance with the terms of this Section 9.4 (Binding Nature; Assignment; Consent to Assignment), which acknowledgement shall be in form and substance reasonably satisfactory to the acknowledging Party.
Sample 1
Binding Nature; Assignment; Consent to Assignment. Except as required by Section 2.1(j), no Party will assign its rights and obligations under this Agreement without the prior written consent of the other Parties, and any such assignment contrary to the terms of this Agreement will be null and void and of no force and effect; provided, however, that (i) each of the Parties will be entitled, without in any way being released from its obligations under this Agreement, to assign its rights and obligations under this Agreement to an Affiliate thereof, and (ii) Genesis Solar Holdings or the Subsequent Phase Owner may assign its rights under this Agreement to any lender as collateral for its obligations in connection with any financing documents providing financing for any Project or a Subsequent Phase. Upon request of Genesis Solar Holdings or the Subsequent Phase Owner, any Party will execute a consent to said assignment to any such lender on reasonably acceptable terms and conditions.
Sample 1
Binding Nature; Assignment; Consent to Assignment. This Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors and legal representatives and permitted assigns. No Party shall assign its rights and obligations under this Agreement without the prior written consent of the other Parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect; provided that: (i) each of the Class A Equity Investors shall be entitled to assign its rights and obligations under this Agreement to an Affiliate thereof (provided that if immediately prior to such assignment by a Class A Equity Investor, such Affiliate is not an Approved Investor, the assigning Party and its guarantors, if any, shall remain liable hereunder) that, if other than the Initial Class A Equity Investor or GECM, meets the requirements of clause (C) of the proviso immediately below; (ii) Noble Holdco shall be entitled to assign its rights and obligations under this Agreement to an Affiliate thereof (provided that pursuant to any such assignment by Noble Holdco, such Affiliate must be solvent both before and after such assignment and shall assume all of the relevant obligations of Noble Holdco hereunder, and the Noble Guaranty and the Equity Guaranty (if applicable) each shall be unaffected by such assignment and the Guarantor shall remain liable thereunder); (iii) the Company may assign its rights under this Agreement to the Lenders or to the Administrative Agent for the benefit of the Lenders as collateral for the obligations of the Company under the Debt Financing Documents; and (iv) notwithstanding anything to the contrary in this Agreement, each Class A Equity Investor may assign to other Approved Investors all or a portion of its rights and obligations under this Agreement, provided that (A) such assignment shall not cause any material delay in the occurrence of an Equity Capital Contribution Date; (B) an assignee of any Class A Equity Investor shall not be entitled to make any amendments, supplements or modifications to this Agreement, the ACCA, the LLC Agreement, the Noble Guaranty, the Class A Equity Guarantees, the Senior Lender Forbearance Agreement, the Hedge Provider Forbearance Agreement and any other documents the form of which has been previously agreed to by the Initial Class A Equity Investor, GECM and the Company or Noble Holdco; (C) any such assignment shall be (i) to a QIB in a transaction exempt from registration under the Securities Act pu...
Sample 1
Binding Nature; Assignment; Consent to Assignment. This Agreement and all the terms, conditions, provisions and agreements herein contained shall run with the Project Land Rights and shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and a memorandum hereof shall be recorded in the appropriate local record, to the extent reasonably requested by any Project Owner or any of its respective members. Except as permitted by and in accordance with Section 2.1(k), no Party will assign its rights and obligations under this Agreement without the prior written consent of the other Parties, and any such assignment contrary to the terms of this Agreement will be null and void and of no force and effect; provided, however, that (i) each of the Parties will be entitled, without in any way being released from its obligations under this Agreement, to assign its rights and obligations under this Agreement to an Affiliate thereof, and (ii) Emerald Breeze Holdings or a Subsequent Phase Owner that becomes party to this Agreement in accordance with Section
Sample 1
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Related to Binding Nature; Assignment; Consent to Assignment

  • Binding Nature; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Neither party shall assign or otherwise transfer any rights or obligations under this Agreement without the express written consent of the other party; provided, however, that either party may assign its rights or obligations under this Agreement to any Affiliate of such party; provided, further, that no such assignment shall relieve the assigning party of its obligations hereunder.

  • Binding Nature of Agreement; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  • Binding Agreement; Assignments Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall be void) without the prior written consent of the Required Lenders. Notwithstanding the foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have any rights or obligations under this Agreement.

  • Binding Agreement; Assignment This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Binding Effect; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

  • Assignment; Binding Agreement Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

  • Binding Nature of Agreement; No Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

  • Binding Nature and Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, but it may not be assigned by any party without the consent of the other.

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

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