Consent to Assignment. The Assignor hereby irrevocably assigns the Agreement in all respects to the Assignee and the Assignee accepts the assignment thereof in all respects.
Consent to Assignment. PacifiCorp acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract pursuant thereto, and agrees with Administrative Agent as follows:
(A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action.
(B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Contract, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement.
(C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date not...
Consent to Assignment. Pursuant to Section 8 of the Agreement, AWLH hereby consents to (a) the transfer described in Recital B above of BFINA’s interest in the Partnership to AWSH and (b) the admission of AWSH as a substituted limited partner.
Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transfer, and any future assignments and transfers, to the Secured Parties by the Company of the Company's right to exercise any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, of any rights, remedies, powers or privileges pursuant to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add to the obligations of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Lease.
Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Supplier provided that any such affiliate becomes a party to this Agreement, (ii) any lender of Supplier as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facility; provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier from any obligation hereunder. Bayer may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Bayer provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to Bayer of its entire Kogenate business, provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 shall be void.
Consent to Assignment. The Client shall not be entitled to assign, charge, transfer or part with any interest in or right under this Agreement or any margin provided by the Client without the Broker Member's prior written consent and no such interest or right shall be capable of assignment. Any purported assignment, charge or transfer in violation of this term shall be void.
Consent to Assignment. Tenant acknowledges that Landlord will execute --------------------- and deliver to Lender an assignment of the Lease as security for the Loan, and Tenant hereby expressly consents to such assignment.
Consent to Assignment. This Agreement is conditioned upon the consent of [Duke Energy Corporation,] [the Swingline Lender,] [the Issuing Lenders] and the Administrative Agent pursuant to Section 9.06(c) of the Credit Agreement. The execution of this Agreement by [Duke Energy Corporation,] [the Issuing Lenders] and the Administrative Agent is evidence of this consent. Pursuant to Section 9.06(c) each Borrower agrees to execute and deliver a Note, if required by the Assignee, payable to the order of the Assignee to evidence the assignment and assumption provided for herein.
Consent to Assignment. Contracting Party consents to the collateral assignment under the Security Agreement of all of Assignor’s right, title and interest in, to and under the Assigned Agreement (collectively, the “Assigned Interests”). Contracting Party acknowledges the right of Agent, in the exercise of Agent’s rights and remedies pursuant to the Security Agreement, to make all demands, give all notices, take all actions and exercise all rights of Assignor under the Assigned Agreement.
Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor.
