Common use of No Assignment Without Consent Clause in Contracts

No Assignment Without Consent. Except as permitted in this Article 18 of this Agreement, neither Party shall assign this Agreement or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, provided, that: (i) at least thirty (30) Days’ prior notice of any such assignment is be given to the other Party; (ii) any assignee expressly assumes the assignor’s obligations under this Agreement, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations under this Agreement in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment impairs any security given by Seller under this Agreement; and (iv) before the Agreement is assigned by Seller, the assignee first obtains such approvals as may be required by all applicable Governmental Authorities. (A) Consent to assignment shall not be required to assign this Agreement to an Affiliate of EPE or Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (B) EPE’s consent shall not be required for Seller to assign this Agreement for collateral purposes to the Facility Lender. Seller shall notify EPE, pursuant to Section 19.4 of this Agreement, of any such assignment to the Facility Lender no later than thirty (30) Days after the assignment.

No Assignment Without Consent. Except as permitted in this Article 18 of this AgreementArticle, neither Party shall assign this Agreement PPA or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, ; provided, that: however, that (i) at least thirty (30) Days’ Days prior notice of any such assignment is shall be given to the other Party; (ii) any assignee shall expressly assumes assume the assignor’s obligations under this Agreementhereunder, unless otherwise agreed to by the other Party, and (iii) no assignment, whether or not consented to, assignment shall relieve the assignor of its obligations under this Agreement hereunder in the event the assignee fails to perform, unless the other Party agrees except as otherwise provided in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreementsubsection (C) or (D) below; (iiiiv) no such assignment impairs shall impair any security given by Seller under this Agreementhereunder; and (ivv) before the Agreement PPA is assigned by Sellerany Party, the assignee must first obtains obtain such approvals as may be required by all applicable Governmental Authoritiesregulatory bodies. (A) Consent to assignment Seller’s consent shall not be required for Company to assign this Agreement PPA to an Affiliate of EPE Company. In the event that a permitted assignee of Company under this paragraph (A) has or attains an Investment Grade rating and is a public utility providing retail electric service regulated as to rates and service pursuant to Applicable Law, Seller shall release Company from its obligations under this PPA if Company requests to be so released by notice to Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (B) EPECompany’s consent shall not be required for Seller to assign this Agreement PPA for collateral purposes to the a Unaffiliated Facility LenderInvestor. Seller shall notify EPE, pursuant to Section 19.4 of this Agreement, Company of any such assignment to the Unaffiliated Facility Lender Investor no later than thirty (30) Days after the assignment. (C) Company’s consent shall not be required for Seller to assign this PPA to an Affiliate of Seller to which title to the Facility is simultaneously transferred. In the event that a permitted assignee of Seller under this paragraph (C) has or attains an Investment Grade rating or provides a Security Fund satisfying the requirements of Article 11, Company shall release Seller from its obligations under this PPA if Seller requests to be so released by notice to Company. (D) Company’s consent shall not be required for any assignment by the Unaffiliated Facility Investors to a third party after the Unaffiliated Facility Investors have exercised their foreclosure rights with respect to this PPA or the Facility.

No Assignment Without Consent. (a) Except as permitted in this Article 18 of this Agreement14, neither Party shall assign this Agreement or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, provided, that: ; provided (i) at least thirty (30) Daysdays’ prior written notice of any such assignment is shall be given to the other Party; (ii) any assignee shall expressly assumes assume the assignor’s obligations under this Agreementhereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations under this Agreement hereunder in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment impairs shall impair any security Security given by Seller under this Agreementhereunder; and (iv) before the Agreement is assigned by Seller, the assignee must first obtains obtain such approvals as may be required by all applicable Governmental Authorities. (Ab) Consent to assignment Seller’s consent shall not be required for Purchaser to assign this Agreement to an Affiliate of EPE Purchaser, provided (i) no Event of Default with respect to Purchaser has occurred and is then continuing, (ii) such Affiliate assumes all of Purchaser’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Purchaser as reasonably determined by Seller, if any. ****=Confidential treatment has been requested for the redacted portions and (iv) no Event of this exhibit. The copy filed herewith omits the information subject Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commissionsuch assignment. (Bc) EPEPurchaser’s consent shall not be required required: (1) for Seller or a Project Lender to assign this Agreement to an Affiliate of Seller, provided (i) no Event of Default with respect to Seller has occurred and is then continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect to such assignment; or (2) for Seller to assign this Agreement agreement for collateral purposes to the Facility a Project Lender. Seller shall notify EPEPurchaser, pursuant to Section 19.4 of this Agreement15.1, of any such assignment to the Facility Project Lender no later than thirty (30) Days days after the assignment. (d) The foregoing restrictions shall not prohibit Seller from selling limited partnership interests, limited liability interests, or any other equity or ownership interests to third parties. (e) Unless Purchaser agrees to waive the assignor’s continuing obligations pursuant to this Agreement, no assignment of this Agreement or of the rights or obligations by Seller will relieve Seller of liability for any breach by the assignee or for any other failure by the assignee to perform its obligations hereunder.

No Assignment Without Consent. Except as permitted in this Article 18 Without limiting the transfer provisions of this Agreementthe Letter of Credit, neither Party the Bank nor the Obligor shall assign this Agreement or otherwise transfer any portion thereof, of its rights or obligations hereunder without the prior written consent of the other Partyparty, and any purported assignment or transfer without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent to such assignment (which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided, that: (idelayed by the Obligor) at least thirty (30) Days’ prior notice of any such assignment is be given to the other Party; and (ii) any assignee expressly assumes if an Event of Default under Sections 15(a), (d) or (e) is then existing, the assignor’s Bank may assign its right and obligations under this Agreement, unless otherwise agreed to by the other Party, hereunder and no assignmentconsent therefor from the Obligor shall be required. In the case of the first such assignment (other than an assignment permitted pursuant to clause (ii) above), whether or not consented to, prior to such assignment the Obligor and the Bank shall relieve the assignor of its obligations under have entered into amendments to this Agreement in reasonably satisfactory to each of the event Obligor and the assignee fails Bank to performaccommodate the accession of additional Persons hereunder, unless through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Party agrees in writing in advance Person reasonably acceptable to waive the assignor’s continuing obligations Obligor) as administrative agent or representative of all “Banks” hereunder. Upon an assignment permitted pursuant to this Agreement; clause (iiiii) no such assignment impairs any security given by Seller under this Agreement; and (iv) before the Agreement is assigned by Sellerabove, the assignee first obtains such approvals as may be required by all applicable Governmental Authorities. (A) Consent Obligor and the Bank will endeavor to assignment shall not be required enter into amendments to assign this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate of EPE thereof (or Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject any other Person reasonably acceptable to the confidentiality request. Omissions are designated Obligor) as ****. A complete version administrative agent or representative of this exhibit has been filed separately with the Securities and Exchange Commissionall “Banks” hereunder. (B) EPE’s consent shall not be required for Seller to assign this Agreement for collateral purposes to the Facility Lender. Seller shall notify EPE, pursuant to Section 19.4 of this Agreement, of any such assignment to the Facility Lender no later than thirty (30) Days after the assignment.

No Assignment Without Consent. Except as permitted Notwithstanding anything to the contrary contained in this Article 18 of this Agreement, neither Party to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Buyer of any Purchased Property (including any Contract) is prohibited by any applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall assign not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or any portion delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof, without the prior written consent if any of the other Partyforegoing would constitute a breach of applicable Law or the rights of any third party; provided, which consent however, that, except to the extent that a condition to Closing set forth in Article 6 relating to the foregoing shall not be unreasonably withheld satisfied, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such required authorization. Following the Closing, the parties shall use their commercially reasonable efforts, and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or delayed, waivers; provided, that: (i) at least thirty (30) Days’ prior notice however, that neither Seller nor Buyer nor any of their respective Affiliates shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any Governmental Authority, which fees shall be shared equally by Seller and Buyer. Pending or in the absence of such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements to provide to Buyer the benefits and liabilities of use of such Purchased Property including, if permitted by the terms of any applicable Real Property Lease or applicable Material Contract, through a sublease or subcontract in accordance with Article 4. If such authorization, approval, consent or waiver for the sale, conveyance, transfer, assignment or delivery of any such assignment Purchased Property is be given to the other Party; (ii) any assignee expressly assumes the assignor’s obligations under this Agreementobtained, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations under this Agreement in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment impairs any security given by Seller under this Agreement; and (iv) before the Agreement is assigned by Seller, the assignee first obtains such approvals as may be required by all applicable Governmental Authorities. (A) Consent to assignment shall not be required to assign this Agreement to an Affiliate of EPE or Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (B) EPE’s consent shall not be required for Seller to assign this Agreement for collateral purposes to the Facility Lender. Seller shall notify EPEpromptly convey, pursuant transfer, assign and deliver, or cause to Section 19.4 of this Agreementbe conveyed, of any transferred, assigned and delivered, such assignment Purchased Property to the Facility Lender no later than thirty (30) Days after the assignmentBuyer.

No Assignment Without Consent. Except as permitted Notwithstanding anything to the contrary contained in this Article 18 of this Agreement, neither Party to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Buyer of any Purchased Property (including any Contract) is prohibited by any applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall assign not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or any portion delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof, without the prior written consent if any of the other Partyforegoing would constitute a breach of applicable Law or the rights of any third party; provided, which consent however, that, except to the extent that a condition to Closing set forth in Article 6 relating to the foregoing shall not be unreasonably withheld satisfied, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such required authorization. Following the Closing, the parties shall use their commercially reasonable efforts, and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or delayed, waivers; provided, that: (i) at least thirty (30) Days’ prior notice however, that neither Seller nor Buyer nor any of their respective Affiliates shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any Governmental Authority, which fees shall be shared equally by Seller and Buyer. Pending or in the absence of such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements to provide to Buyer the benefits and liabilities of use of such Purchased Property, including, if permitted by the terms of any Real Property Lease or applicable Material Contract, through a sublease or subcontract in accordance with Section 4.3. If such authorization, approval, consent or waiver for the sale, conveyance, transfer, assignment or delivery of any such assignment Purchased Property is be given to the other Party; (ii) any assignee expressly assumes the assignor’s obligations under this Agreementobtained, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations under this Agreement in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment impairs any security given by Seller under this Agreement; and (iv) before the Agreement is assigned by Seller, the assignee first obtains such approvals as may be required by all applicable Governmental Authorities. (A) Consent to assignment shall not be required to assign this Agreement to an Affiliate of EPE or Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (B) EPE’s consent shall not be required for Seller to assign this Agreement for collateral purposes to the Facility Lender. Seller shall notify EPEpromptly convey, pursuant transfer, assign and deliver, or cause to Section 19.4 of this Agreementbe conveyed, of any transferred, assigned and delivered, such assignment Purchased Property to the Facility Lender no later than thirty (30) Days after the assignmentBuyer.

No Assignment Without Consent. Except as permitted Notwithstanding anything to the contrary contained in this Article 18 of this Agreement, neither Party to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Buyer of any Purchased Property (including any Contract) is prohibited by any applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall assign not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or any portion delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof, without the prior written consent if any of the other Partyforegoing would constitute a breach of applicable Law or the rights of any third party; provided, which consent however, that, except to the extent that a condition to Closing set forth in Article 6 relating to the foregoing shall not be unreasonably withheld satisfied, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such required authorization. The parties shall use their commercially reasonable efforts, and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or delayed, waivers; provided, that: (i) however, that neither Seller nor Buyer nor any of their respective Affiliates shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any Governmental Authority, which fees shall be shared equally by Seller and Buyer. Refusal by such other third party to release Seller from a lease or Contract shall not excuse Seller from entering into an assignment of such lease or Contract unless the same is prohibited or void. From the Closing Date until such approval, consent or waiver is obtained to the extent permitted by such lease or Contract, Seller shall hold such lease or Contract, or ancillary rights as agent for Buyer, and preserve the benefit of and enforce the same as agent for Buyer to the fullest extent permissible under the applicable lease or Contract. Buyer and Seller agree that upon request by either party, at least thirty (30) Days’ prior notice Closing, they will enter into an agency agreement in form and substance mutually satisfactory to each party specifying the terms and conditions upon which Seller will so act as Buyer's agent. If such authorization, approval, consent or waiver for the sale, conveyance, transfer, assignment or delivery of any such assignment Purchased Property is be given to the other Party; (ii) any assignee expressly assumes the assignor’s obligations under this Agreementobtained, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations under this Agreement in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment impairs any security given by Seller under this Agreement; and (iv) before the Agreement is assigned by Seller, the assignee first obtains such approvals as may be required by all applicable Governmental Authorities. (A) Consent to assignment shall not be required to assign this Agreement to an Affiliate of EPE or Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (B) EPE’s consent shall not be required for Seller to assign this Agreement for collateral purposes to the Facility Lender. Seller shall notify EPEpromptly convey, pursuant transfer, assign and deliver, or cause to Section 19.4 of this Agreementbe conveyed, of any transferred, assigned and delivered, such assignment Purchased Property to the Facility Lender no later than thirty (30) Days after the assignmentBuyer.

No Assignment Without Consent. Except as permitted in this Article 18 of this Agreementbelow, neither Party shall assign this Agreement or any portion thereofhereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, provided, that: (i) at least thirty (30) Days’ prior . Prior notice of any such assignment is shall be given to the other Party. Notwithstanding the above: 20.1.1 This Agreement may be assigned by Comverge, without the prior approval of NPC: (a) as part of a reorganization, merger, share exchange, consolidation or sale or disposition of all or substantially all of the assets of Comverge; or (iib) to a wholly owned subsidiary of Comverge, where Comverge shall be a guarantor. In the event of any assignee expressly assumes the assignor’s obligations under this Agreement, unless otherwise agreed to by the other Party, and no such assignment, whether or not consented to, Comverge shall relieve the assignor of its obligations remain liable under this Agreement in until (x) NPC consents to the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; release of Comverge (iii) no such assignment impairs any security given by Seller under this Agreement; and (iv) before the Agreement is assigned by Seller, the assignee first obtains such approvals as may be required by all applicable Governmental Authorities. (A) Consent to assignment which shall not be unreasonably withheld or delayed) and (y) Comverge’s successor or assignee consents in writing to be bound by the obligations of Comverge. This Agreement may also be collaterally assigned by Comverge, without the prior approval of NPC, for the benefit of Comverge’s lenders or in connection with an initial public offering. 20.1.2 This Agreement may be assigned by NPC, without the prior approval of Comverge: (a) as part of a reorganization, merger, share exchange, consolidation or sale or disposition of all or substantially all of the assets of NPC; (b) to Sierra Pacific Power or an “affiliated interest” as that term is defined in the Nevada Public Utility Act; (c) to a legally authorized governmental or quasi-governmental agency charged with providing retail electric service in Nevada; or (d) as otherwise required to assign by Applicable Law. In the event of any such assignment, NPC shall remain liable under this Agreement to an Affiliate of EPE or Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject until (x) Comverge consents to the confidentiality request. Omissions are designated as ****. A complete version release of this exhibit has been filed separately with the Securities and Exchange Commission. NPC (B) EPE’s consent which shall not be required unreasonably withheld or delayed) and (y) NPC’s successor or assignee consents in writing to be bound by the obligations of NPC. This Agreement may also be collaterally assigned by NPC, without the prior approval of Comverge, for Seller to assign this Agreement for collateral purposes to the Facility Lender. Seller shall notify EPE, pursuant to Section 19.4 benefit of this Agreement, of any such assignment to the Facility Lender no later than thirty (30) Days after the assignmentNPC’s lenders.

No Assignment Without Consent. Except as expressly permitted in this Article 18 of this AgreementSection, neither Party shall assign this Agreement PPA or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided, that: ; provided that (i) at least thirty (30) Days’ Days prior notice Notice of any such assignment is shall be given to the other Party; (ii) any assignee shall expressly assumes assume the assignor’s obligations under this Agreementhereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations under this Agreement hereunder in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this AgreementPPA; (iii) no such assignment impairs any security given by assignee of Seller under this Agreementshall provide required Security; and (iv) before the Agreement PPA is assigned by Sellera Party, the proposed assignee must first obtains obtain such approvals as may be required by all applicable Governmental Authorities; (v) the proposed assignee is acceptable to any Financier to Seller and provides MP with reasonable evidence that the assignee itself, or the operator it proposes to use at the Facility, has past operational experience of at least two years at a renewable generation facility of equal or greater size than the Facility; and (vi) in the case of Seller, the assignee shall provide evidence that, if previously attained by the Seller and approved by the MPUC. (Aa) Consent to assignment shall not be required to assign this Agreement to an Affiliate of EPE or Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (B) EPEMP’s consent shall not be required for Seller to assign this Agreement PPA for collateral purposes to any Financier. (b) Notwithstanding the Facility Lender. foregoing, Seller’s consent shall not be required for MP to assign this PPA to an Affiliate of MP, provided that MP provides assurances and executes documents reasonably required by Seller shall notify EPE, pursuant to Section 19.4 and any Financiers regarding MP’s continued liability for all of MP’s obligations under this Agreement, PPA in the event of any nonperformance on the part of such assignment assignee. In the event that the assignee has or obtains an investment grade unsecured bond rating equivalent to or better than the Facility Lender unsecured bond rating of MP (but in no later event worse than thirty (30) Days after the assignmentequivalent of BBB-), then Seller agrees to relieve MP from its obligations under this PPA and any other assurances upon written request by MP.