Continuing Guaranty; Assignment. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until all of the Guaranty Obligations have been satisfied, (ii) consistent with the terms hereof, apply to all Guaranteed Obligations whenever arising, (iii) be binding upon the Guarantor, its successors and assigns, and (iv) inure to the benefit of, and be enforceable by, the Beneficiary and its permitted assignees hereunder; provided that (A) no permitted assignment or other transfer by, through or under the Beneficiary shall operate to increase Guarantor's obligations hereunder without the prior written consent of the Guarantor to such assignment or transfer, and (B) Guarantor shall receive full credit for any payments made by it to the Beneficiary or successors and permitted assigns with respect to the Guaranteed Obligations prior to the time Guarantor receives written notice of such assignment or succession. The Beneficiary may not assign or delegate its rights or obligations under this Guaranty without the prior written consent of the Guarantor, which consent shall not be unreasonably delayed or withheld. The Guarantor may not assign or delegate its rights or obligations under this Guaranty without (x) the prior written consent of the Beneficiary, which consent may be withheld in the Beneficiary’s sole discretion, and (y) a written assignment and assumption agreement in form and substance reasonably acceptable to the Beneficiary; provided, however, that the Guarantor may assign this Guaranty without the need for the Beneficiary’s consent to an affiliate whose credit ratings meet or exceed the minimum credit ratings specified in Section 8.7(a) of the Agreement as they apply to the Company.
Appears in 2 contracts
Samples: Engineering, Procurement and Construction Agreement (Alabama Power Co), Engineering, Procurement and Construction Agreement (Georgia Power Co)
Continuing Guaranty; Assignment. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until all of the Guaranty Obligations have been satisfiedterminated in accordance with Section 4.10, (ii) consistent with the terms hereof, apply to all Guaranteed Obligations whenever arising, (iii) be binding upon the Guarantor, its successors and assigns, and (iv) inure to the benefit of, and be enforceable by, the Beneficiary and its permitted assignees hereunder; provided that . Without limiting the generality of clause (Aiv) no permitted assignment or other transfer byof the immediately preceding sentence, through or under the Beneficiary shall operate to increase Guarantor's obligations hereunder without the prior written consent of the Guarantor to such assignment or transfer, and (B) Guarantor shall receive full credit for any payments made by it to the Beneficiary or successors and permitted assigns with respect to the Guaranteed Obligations prior to the time Guarantor receives written notice of such assignment or succession. The Beneficiary may not assign or delegate otherwise transfer all or any portion of its rights or and obligations under this Guaranty without to the prior written consent of Lease Indenture Trustee, and the Guarantor, which consent Lease Indenture Trustee shall not be unreasonably delayed thereupon become vested with all the benefits in respect thereof granted to such Beneficiary herein or withheldotherwise. The Guarantor may not assign or delegate its rights or obligations under this Guaranty without (x) the prior written consent of the Beneficiary, which consent may be withheld in the Beneficiary’s 's sole discretion, and (y) a written assignment and assumption agreement in form and substance reasonably acceptable to the Beneficiary; provided, however, that . Without prejudice to the survival of any of the other agreements of the Guarantor may assign under this Guaranty without Guaranty, the need for agreements and obligations of the Beneficiary’s consent to an affiliate whose credit ratings meet or exceed the minimum credit ratings specified Guarantor contained in Section 8.7(a4.4 (with respect to enforcement expenses) and the last sentence of Section 2.2(a) shall survive the payment in full of the Agreement as they apply to Guaranteed Obligations and all of the Companyother amounts payable under this Guaranty.
Appears in 2 contracts
Samples: Guaranty (Mirant Mid Atlantic LLC), Guaranty (Mirant Mid Atlantic LLC)
Continuing Guaranty; Assignment. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until all of the Guaranty Obligations have been satisfied, (ii) consistent with the terms hereof, apply to all Guaranteed Obligations whenever arising, (iii) be binding upon the Guarantor, its successors and assigns, and (iv) inure to the benefit of, and be enforceable by, the Beneficiary and its permitted assignees hereunder; provided that (A) no permitted assignment or other transfer by, through or under the Beneficiary shall operate to increase Guarantor's obligations hereunder without the prior written consent of the Guarantor to such assignment or transfer, and (B) Guarantor shall receive full credit for any payments made by it to the Beneficiary or successors and permitted assigns with respect to the Guaranteed Obligations prior to the time Guarantor receives written notice of such assignment or succession. The Beneficiary may not assign or delegate its rights or obligations under this Guaranty without the prior written consent of the Guarantor, which consent shall not be unreasonably delayed or withheld. The Guarantor may not assign or delegate its rights or obligations under this Guaranty without (x) the prior written consent of the Beneficiary, which consent may be withheld in the Beneficiary’s sole discretion, and (y) a written assignment and assumption agreement in form and substance reasonably acceptable to the Beneficiary; provided, however, that the Guarantor may assign this Guaranty without the need for the Beneficiary’s consent to an affiliate whose credit ratings meet or exceed the minimum credit ratings specified in Section 8.7(a) of the Agreement as they apply to the Company.
Appears in 2 contracts
Samples: Engineering, Procurement and Construction Agreement (Georgia Power Co), Engineering, Procurement and Construction Agreement (Alabama Power Co)