Generator’s Assignment Without Consent. Notwithstanding the foregoing or anything expressed or implied herein to the contrary, Generator may, without the prior written consent of Utility and the Board, assign this Agreement (i) to a purchaser of all or substantially all of the assets of Generator; or (ii) in connection with a merger of Generator with another Person or any other transaction resulting in a direct or indirect change of control of Generator; provided, that such purchaser or the Person surviving such merger, as applicable, agrees in writing to be bound by the terms of this Agreement, including the satisfaction of all obligations through its ownership of or control over the operation of the Capacity Facility, and not from another electric generating facility. In connection with any assignment of this Agreement by the Generator under this Section, the Generator may transfer, sell, pledge, encumber or collaterally assign its rights under this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements. Utility agrees to reasonably cooperate with Generator with respect to any such financing and other financial arrangements, including but not limited to entering into a customary lender consent agreement.
Generator’s Assignment Without Consent. Notwithstanding the foregoing or anything expressed or implied herein to the contrary, Generator may, without the prior written consent of Utility and the Board, assign this Agreement (i) to a purchaser of all or substantially all of the assets of Generator; or (ii) in connection with a merger of Generator with another Person or any other transaction resulting in a direct or indirect change of control of Generator; provided that such purchaser or the Person surviving such merger, as applicable, agrees in writing to be bound by the terms of this Agreement, including the satisfaction of all obligations through its ownership of or control over the operation of the Capacity Facility, and not from another electric generating facility.
Generator’s Assignment Without Consent. Notwithstanding the foregoing or anything expressed or implied herein to the contrary, Generator may, without the prior written consent of Utility and with notice to the Board, assign this Agreement (i) to a purchaser of all or substantially all of the assets of Generator; or (ii) in connection with the grant of a security interest to any Facility Lender, provided that such security interest does not interfere with the rights of obligations of any party under the Construction Period Security or Delivery Term Security and that under no circumstances shall any Facility Lender have ownership rights to more than 700 MW of Unforced Capacity from electric generation facilities with standard offer capacity agreements, (iii) in connection with a merger of Generator with another Person or any other transaction resulting in a direct or indirect change of control of Generator; provided that such purchaser or the Person surviving such merger, as applicable, agrees in writing to be bound by the terms of this Agreement, including the satisfaction of all obligations through its ownership of or control over the operation of the Capacity Facility, and not from another electric generating facility.
Generator’s Assignment Without Consent. Notwithstanding the foregoing or anything expressed or implied herein to the contrary, Generator may, without the prior written consent of Utility and with notice to the Board, and subject to the last sentence of this Section 10.2, assign this Agreement (i) to a purchaser of all or substantially all of the assets of Generator; or (ii) in connection with the grant of a security interest to any Facility Lender, provided that such security interest does not interfere with the rights of obligations of any party under the Construction Period Security or Delivery Term Security, (iii) in connection with a merger of Generator with another Person or any other transaction resulting in a direct or indirect change of control of Generator. The foregoing shall be subject to the provisions that such purchaser, Facility Lender, or the Person surviving such merger, as applicable, (i) agrees in writing to be bound by the terms of this Agreement, including the satisfaction of all obligations through its ownership of or control over the operation of the Capacity Facility, and not from another electric generating facility, (ii) shall not under any circumstances have equity or ownership rights to more than 700 MW of Unforced Capacity from electric generation facilities with standard offer capacity agreements, and (iii) shall provide or maintain Construction Period Security and Delivery Term Security as required under this Agreement. In connection with any assignment of this Agreement by the Generator under this Section, the Generator may transfer, sell, pledge, encumber or collaterally assign its rights under this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, and shall provide notice of such assignment to the Board. Utility agrees to reasonably cooperate with Generator with respect to any such financing and other financial arrangements, including but not limited to entering into with the Facility Lender a customary lender consent agreement, which shall include, but not be limited to, customary terms regarding notice to the Facility Lender of any potential Event of Default hereunder and standstill periods with respect to the exercise of remedies hereunder.
