Customer Assignment. Notwithstanding anything to the contrary in this Section 10.0, CUSTOMER shall have the right to assign this Agreement or any PSA, in whole or in part, to any Affiliate of CUSTOMER upon thirty (30) days prior written notice to PROVIDER and subject to receipt by CUSTOMER of all regulatory approvals. Following any such assignment to an Affiliate of CUSTOMER, CUSTOMER shall remain liable for the performance of all of CUSTOMER’s obligations under this Agreement and each PSA. This Agreement and all of the terms and provisions hereof will be binding upon, and will inure to the benefit of CUSTOMER’s successors and permitted assigns.
Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above.
Customer Assignment. Customer may assign its rights under this Agreement only in whole, only to an Approved Participating Company (or any entity Controlled by one or more of the Approved Participating Companies), and only if the following conditions are satisfied: (a) the proposed assignee in writing assumes all of Customer's obligations with respect to this Agreement and agrees to be treated as Customer for all purposes under this Agreement; (b) such written undertaking is delivered to PanAmSat at least thirty (30) days in advance of the assignment; (c) Customer guarantees assignee's performance of payment obligations which obligations shall also continue to be subject to the guarantee requirements stated under Article 17 below; and (d) either (i) the assignee agrees in writing to continue the programming practices of Customer, or (ii) the assignee is one of the Approved Participating Companies as to whom (as shown in Appendix I) PanAmSat has consented to its current programming practices and said assignee agrees to follow the assignor's current programming practices (as exist as of the date of this Agreement) with respect to the use of the Service Transponders, or (iii) or PanAmSat consents to such assignment in advance and in writing, such consent not to be unreasonably withheld or delayed; it being understood that PanAmSat may withhold its consent only if PanAmSat determines, in good faith, that some or all of the assignee's programming may be pornographic, involve religious fanaticism or political advocacy, obscene, indecent, slanderous, or in violation of any governmental programming restrictions. Without limitation, any assignee shall be required to use the Transponders assigned in accordance with Section 1.4. Customer shall also be permitted to assign, in part, but not in whole, or in collective parts but that do not equal a whole, its obligation to make payment and such other limited rights, and associated obligations, as Customer and PanAmSat shall negotiate in good faith for Service from individual Transponders to local distributors of Customer's DTH Service in which Customer or any Approved Participating Company holds, directly or indirectly, at least, or in combination with each other, at least 25% of its equity ("Partial Assignees"), provided that: (i) all of the conditions set forth in the previous paragraph are met (except, as to (a), that the assumption shall be limited to the obligations and rights so assigned pursuant to the above pursuant to an assignment a...
Customer Assignment. The assignments which are covered by the Agreement are set forth in each Customer Assignment. If the Customer wishes to add new Customer Assign- ments during the term of the Agreement and this results in changes which, in Postnord Strålfors' opinion, have an impact on the basis for agreed prices and terms and conditions of the Agreement, adjustment shall take place in a written supplemental agreement.
Customer Assignment. Unless otherwise permitted under Section 3.1 above, Customer may assign its rights under this MSA and/or any Service Order, only in whole (as to the Service Order assigned), and only after securing Intelsat’s express prior written consent, which consent may be withheld or conditioned in Intelsat’s sole discretion. Notwithstanding the foregoing, Customer shall have the right, without the consent of Intelsat, to assign its rights under this MSA and/or any Service Order only in whole, to Affiliates and successor entities if there is a change of control or corporate holding of Customer. As used in this Section, “assign” shall mean to grant, sell, resell, assign, encumber or otherwise convey, license, lease, sublease, or permit the utilization of, directly or indirectly, in whole or in part. Any purported assignment by Customer not in compliance with the provisions of this MSA shall be null and void and of no force and effect.
Customer Assignment. It is a condition of any assignment by Customer of any interest in this Agreement that such assignment include all of, or the same proportionate interests in each of, the MDIQ, MDWQ and MSQ. The Parties acknowledge it is the their intention that the rights of injection, storage and withdrawal service are bundled rights of service which are to be held together and not separately. article 31 nominations
Customer Assignment. Customer may assign its rights under this MSA and/or any Service Agreement, only in whole (as to the agreement assigned), and only after securing XXXXXX XXXXX’s express prior written consent, which consent may be withheld or conditioned in XXXXXX XXXXX’s sole discretion; provided, however, Customer may assign its rights under this MSA and/or any Service Agreement without XXXXXX XXXXX’s prior consent, only in whole (as to the agreement assigned), by delivery of prior or contemporaneous notice to XXXXXX XXXXX in the event of a sale or all or substantially all of Customer’s assets, a merger or acquisition, or other similar corporate reorganisation. As used in this Section, assign shall mean to grant, sell, assign, encumber, otherwise convey, license, lease, sublease, or permit the utilisation of, directly or indirectly, in whole or in part.
Customer Assignment. An appendix to the Agreement which
Customer Assignment. Customer shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Service Provider, such consent not to be unreasonably withheld or delayed, taking into consideration, among other things, the financial capacity of the assignee to satisfy any financial obligations and/or liabilities that may arise pursuant to this Agreement, and provided that such assignment is in connection with a sale, conveyance, disposition, divestiture, contribution to a joint venture or a similar transaction, including by merger, consolidation, reorganization or other business combination by Customer that involves all or substantially all of the Facility. Notwithstanding the immediately preceding sentence, Customer shall have the right to assign this Agreement or any of its rights and obligations hereunder to Customer’s Parent without the prior written consent of Service Provider. In connection with the foregoing:
(i) Service Provider may, acting reasonably, condition its consent on an amendment to the terms of this Agreement to reflect reasonable increases in the costs incurred by Service Provider in taking the measures reasonably required to adequately protect its competitive information from disclosure where any assignee is a Direct Competitor; and
(ii) Customer shall reimburse Service Provider for any licenses and third-party consents required in connection with such assignment.
Customer Assignment. The Customer may assign this Contract and the Contract Documents in it sole discretion to any purchaser of the Site, to a lender for collateral purposes, or any entity wholly owned or controlled by the same owners of the Customer. However, prior to the Customer's full payment of the Contract Sum, the Customer must provide the ESCO with reasonable evidence of the proposed assignee's ability to make all remaining payments of the Contract Sum prior to any assignment of this Contract and the Contract Documents.
