By SES. SES represents and warrants to Standard Atlantic that:
By SES. 5 4.2(a) During Term............................................... 5 4.2(b) Following Termination..................................... 5 4.3
By SES. 23 32.1(a) Prohibition of Assignment................................. 23 32.1(b) Right of First Negotiation................................ 23 32.2 By MPX.......................................................... 23 32.2(a) Prohibition of Assignment................................. 23 32.2(b) Right of First Offer...................................... 23 32.2(c) Right of First Refusal.................................... 24 32.2(d) Xxxxxxx Money............................................. 24 -------------------------------------------------------------------------------- Southern Electric System MPX Systems, Inc. Revised and Restated Fiber Optic Facilities and Services Agreement -------------------------------------------------------------------------------- Page 32.2(e) Closing................................................... 24 32.2(f) Transfer to Third Party................................... 24 32.3 Right to Permit Others to Use Interest Not Affected............. 25 32.4 Confidentiality................................................. 25
By SES. 4.2(a) During Term-- Throughout the Term of the Agreement, SES may use (or permit the use of) the SES Fibers, the Capacity thereof, and the SES Capacity for any lawful purpose; provided, however, that SES agrees that except to the extent that it may be prohibited by law or regulatory policy from restricting the resale of telecommunications services provided by SES, and except for the SES Fibers located on the Meridian-Hattiesburg Route Segment, the Hattiesburg-Xxxxxx Route Segment, and the Xxxxxx-Gulfport Route Segment, it shall not use the SES Fibers or the Capacity thereof or the SES Capacity to provide telecommunications transmission capacity to others for resale in an aggregate amount to any single person or entity greater than DS3; provided further, that the foregoing shall not be construed to prohibit SES from using or permitting the use of the SES Fibers or the Capacity thereof or the SES Capacity for any purpose solely on the ground that (whether or not by reason of such use) SES is or would be prohibited by law or regulatory policy from restricting the resale of telecommunications services so provided; provided, moreover, that SES may nevertheless use the SES Fibers and the Capacity thereof or the SES Capacity to provide telecommunications transmission capacity to others for resale in aggregate amounts greater than DS3 in the absence of any law or regulatory policy prohibiting SES from restricting the resale of telecommunications services so provided if it first makes a single payment to MPX in an amount equal to three (3) times--
By SES. 32.1(a) Prohibition of Assignment-- SES may not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of MPX, which shall not be unreasonably withheld or delayed, and any purported assignment of this Agreement by SES without such consent shall be void ab initio; provided, however, that the foregoing shall not be construed to limit the right of SES to transfer, sell, or convey to any person or entity, subject to the rights of MPX hereunder, any or all of the Electric Facilities on or in which any item of Cable or Equipment may now or hereafter be installed pursuant to this Agreement. For purposes of this Paragraph 31.1(a), a consolidation or merger of The Southern Company with or into any other corporation, a consolidation or merger of any other corporation with or into The Southern Company, or a change of control of The Southern Company shall not be deemed to be an assignment of this Agreement by SES.
