Common use of Conditions Precedent to All Transfers Clause in Contracts

Conditions Precedent to All Transfers. In no event may a New Common Facilities Owner (“Transferor”) Transfer any of its Component Ownership Interests to another Person (“Transferee”) unless and until all of the following conditions precedent to such Transfer have been satisfied or waived by the Party for whose benefit such conditions exist as of the date of such Transfer (the “Transfer Date”): (i) if Transferee is not already a New Common Facilities Owner, Transferee must deliver to Transferor, with copies to each of the other New Common Facilities Owners, an assignment and assumption agreement in respect of Transferee’s assumption of Transferor’s rights and obligations under this Agreement in respect of the Component Ownership Interests being Transferred, substantially in the form of Exhibit C, duly executed by Transferee; (ii) either (A) Transferor must not be in default of any of its material obligations under this Agreement on the Transfer Date or (B) such default must be cured on or prior to the Transfer Date; (iii) where a Transferor seeks to Transfer all or a portion of its Unit 1 Ownership Interest, then Transferor must Transfer to the same Transferee (A) Transferor’s Unit 1 Ownership Interest in accordance with the applicable provisions of the Unit 1 Ownership Agreement, including the conditions precedent to such Transfer of the Unit 1 Ownership Interest set forth therein and (B) Transferor’s Unit 1 Component Ownership Interests allocated (in accordance with Exhibit D) to the Unit 1 Ownership Interest being Transferred; (iv) where a Transferor seeks to Transfer all or a portion of its Unit 2 Ownership Interest, then Transferor must Transfer to the same Transferee (A) Transferor’s Unit 2 Ownership Interest in accordance with the applicable provisions of the Unit 2 Ownership Agreement, including the conditions precedent to such Transfer of the Unit 2 Ownership Interest set forth therein and (B) Transferor’s Unit 2 Component Ownership Interests allocated (in accordance with Exhibit D) to the Unit 2 Ownership Interest being Transferred; (v) Transferor and Transferee must provide to the other New Common Facilities Owners such other documents as the other New Common Facilities Owners may reasonably request in connection with the Transfer of the Component Ownership Interests and the assumption by Transferee of Transferor’s rights and obligations under this Agreement in respect of the Component Ownership Interests being Transferred; and (vi) Transferor and Transferee must comply with all applicable Laws and Government Approvals in connection with the Transfer, including any restrictions imposed on Transferor and/or Transferee by the PSCW.

Conditions Precedent to All Transfers. In no event may a New Common Facilities Owner (“Transferor”) Transferor Transfer any of its Component Xxxx 0 Facility Ownership Interests Interest pursuant to another Person Articles IX or XII or Section 13.3 to a Transferee (“Transferee”other than a Permitted Lessee) unless and until all of the following conditions precedent to such Transfer have been satisfied or waived by the Party for whose benefit such conditions exist as of the date of such Transfer (the “Transfer Date”):: (i) if Transferee is not already a New Common Facilities Owner, Transferee must deliver to Transferor, with copies to each at the time of the Transfer (other New Common Facilities Owners, an assignment and assumption agreement in respect of Transferee’s assumption of Transferor’s rights and obligations under this Agreement in respect of the Component Ownership Interests being Transferred, substantially in the form of Exhibit C, duly executed by Transferee; (iithan Transfers pursuant to Article XII) either (A) the Transferor must not be in default of any of its material obligations under this Agreement on the Transfer Date or (B) such default must be cured on or prior to the Transfer Date; (iiiii) where if the Transferee is not already a Transferor seeks to Transfer all or a portion of its Unit 1 Ownership InterestOwner, then Transferor the Transferee must Transfer deliver to the same Transferee (A) Transferor’s , with copies to each of the other Unit 1 Ownership Interest Owners, an assignment and assumption agreement in accordance with the applicable provisions respect of the Unit 1 Ownership Agreement, including the conditions precedent to such Transfer Transferee’s assumption of the Unit 1 Ownership Interest set forth therein and (B) Transferor’s Unit 1 Component Ownership Interests allocated (in accordance with Exhibit D) to the Unit 1 Ownership Interest being Transferred; (iv) where a Transferor seeks to Transfer all or a portion of its Unit 2 Ownership Interest, then Transferor must Transfer to the same Transferee (A) Transferor’s Unit 2 Ownership Interest in accordance with the applicable provisions of the Unit 2 Ownership Agreement, including the conditions precedent to such Transfer of the Unit 2 Ownership Interest set forth therein and (B) Transferor’s Unit 2 Component Ownership Interests allocated (in accordance with Exhibit D) to the Unit 2 Ownership Interest being Transferred; (v) Transferor and Transferee must provide to the other New Common Facilities Owners such other documents as the other New Common Facilities Owners may reasonably request in connection with the Transfer of the Component Ownership Interests and the assumption by Transferee of Transferor’s rights and obligations under this Agreement in respect of the Xxxx 0 Facility Ownership Interest being Transferred, substantially in the form of Exhibit F, duly executed by the Transferee; (iii) if the Transferee is not already a party to each other Elm Road I Document to which the Transferor is a party in respect of the Xxxx 0 Facility Ownership Interest being Transferred, the Transferee must deliver to the Transferor, with copies to the other parties to each of the applicable Elm Road I Documents, an assignment and assumption agreement in respect of the Transferee’s assumption of the Transferor’s rights and obligations under each such Elm Road I Document in respect of the Xxxx 0 Facility Ownership Interest being Transferred, in each case, in form and substance reasonably acceptable to the parties to such Elm Road I Document, duly executed by the Transferee; (iv) if the Transfer occurs after the ERGS SC Unit 1 Lease Effective Date, (A) the Transferor must Transfer to the Transferee its Unit 1 Component Ownership Interests in accordance with the applicable provisions of the New Common Facilities Ownership Agreement and (B) the Transferor and the Transferee must satisfy all of the conditions precedent to the Transfer of the Unit 1 Component Ownership Interests in Article IV of the New Common Facilities Ownership Agreement; (v) the Transferee and the Transferor must deliver to the other Unit 1 Owners such other documents as the other Unit 1 Owners may reasonably request in connection with the Transfer of the Unit 1 Ownership Interest and the Unit 1 Component Ownership Interests, if applicable, from the Transferor to the Transferee and the assumption by the Transferee of the Transferor’s rights and obligation under this Agreement in respect of the Xxxx 0 Facility Ownership Interest being Transferred; and; (vi) the Transferor and the Transferee must comply with all applicable Laws and Government Approvals in connection with the Transfer, including any restrictions imposed on the Transferor and/or Transferee by the PSCW; and (vii) the Transferor must pay (A) to ERGS SC and the other Xxxx 0 Owner, if applicable, the Incremental Charge, if any, that it owes as a result of such Transfer pursuant to Exhibit C and (B) to ERGS SC the Incremental Charge, if any, received by Transferor prior to the Transfer Date; provided, however, that if ERGS SC and such other Unit 1 Owner, if applicable, is required to make a payment to Transferor in connection with such Transfer, then ERGS SC and such other Unit 1 Owner, if applicable, may set-off any Incremental Charge it is owed by Transferor against such payment.

Conditions Precedent to All Transfers. In no event may a New Common Facilities Owner (“Transferor”) Transferor Transfer any of its Component Unit 2 Ownership Interests Interest pursuant to another Person Articles IX or XII or Section 13.3 to a Transferee (“Transferee”other than a Permitted Lessee) unless and until all of the following conditions precedent to such Transfer have been satisfied or waived by the Party for whose benefit such conditions exist as of the date of such Transfer (the “Transfer Date”):: (i) if Transferee is not already a New Common Facilities Owner, Transferee must deliver to Transferor, with copies to each at the time of the Transfer (other New Common Facilities Owners, an assignment and assumption agreement in respect of Transferee’s assumption of Transferor’s rights and obligations under this Agreement in respect of the Component Ownership Interests being Transferred, substantially in the form of Exhibit C, duly executed by Transferee; (iithan Transfers pursuant to Article XII) either (A) the Transferor must not be in default of any of its material obligations under this Agreement on the Transfer Date or (B) such default must be cured on or prior to the Transfer Date; (iiiii) where if the Transferee is not already a Transferor seeks to Transfer all or a portion of its Unit 1 Ownership Interest2 Owner, then Transferor the Transferee must Transfer deliver to the same Transferee (A) Transferor’s Unit 1 Ownership Interest in accordance , with the applicable provisions copies to each of the other Unit 1 Ownership Agreement2 Owners, including the conditions precedent to such Transfer an assignment and assumption agreement in respect of the Unit 1 Ownership Interest set forth therein and (B) TransferorTransferee’s Unit 1 Component Ownership Interests allocated (in accordance with Exhibit D) to the Unit 1 Ownership Interest being Transferred; (iv) where a Transferor seeks to Transfer all or a portion of its Unit 2 Ownership Interest, then Transferor must Transfer to the same Transferee (A) Transferor’s Unit 2 Ownership Interest in accordance with the applicable provisions assumption of the Unit 2 Ownership Agreement, including the conditions precedent to such Transfer of the Unit 2 Ownership Interest set forth therein and (B) Transferor’s Unit 2 Component Ownership Interests allocated (in accordance with Exhibit D) to the Unit 2 Ownership Interest being Transferred; (v) Transferor and Transferee must provide to the other New Common Facilities Owners such other documents as the other New Common Facilities Owners may reasonably request in connection with the Transfer of the Component Ownership Interests and the assumption by Transferee of Transferor’s rights and obligations under this Agreement in respect of the Unit 2 Ownership Interest being Transferred, substantially in the form of Exhibit F, duly executed by the Transferee; (iii) if the Transferee is not already a party to each other Elm Road II Document to which the Transferor is a party in respect of the Unit 2 Ownership Interest being Transferred, the Transferee must deliver to the Transferor, with copies to the other parties to each of the applicable Elm Road II Documents, an assignment and assumption agreement in respect of the Transferee’s assumption of the Transferor’s rights and obligations under each such Elm Road II Document in respect of the Unit 2 Ownership Interest being Transferred, in each case, in form and substance reasonably acceptable to the parties to such Elm Road II Document, duly executed by the Transferee; (iv) if the Transfer occurs after the ERGS SC Unit 2 Lease Effective Date, (A) the Transferor must Transfer to the Transferee its Unit 2 Component Ownership Interests in accordance with the applicable provisions of the New Common Facilities Ownership Agreement and (B) the Transferor and the Transferee must satisfy all of the conditions precedent to the Transfer of the Unit 2 Component Ownership Interests in Article IV of the New Common Facilities Ownership Agreement; (v) the Transferee and the Transferor must deliver to the other Unit 2 Owners such other documents as the other Unit 2 Owners may reasonably request in connection with the Transfer of the Unit 2 Ownership Interest and the Unit 2 Component Ownership Interests, if applicable, from the Transferor to the Transferee and the assumption by the Transferee of the Transferor’s rights and obligation under this Agreement in respect of the Unit 2 Ownership Interest being Transferred; and; (vi) the Transferor and the Transferee must comply with all applicable Laws and Government Approvals in connection with the Transfer, including any restrictions imposed on the Transferor and/or Transferee by the PSCW.; and (vii) the Transferee must pay to ERGS SC and the other Xxxx 0 Owner, if applicable, the Incremental Charge, if any, that it owes as a result of such Transfer pursuant to Exhibit C.