Common use of No Transfer of Interests Clause in Contracts

No Transfer of Interests. (a) Any (i) direct or indirect change of Control of any Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of any Party or (iii) except as provided in Section 22.2 or Section 22.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any Party’s rights, interests or obligations under this Agreement (each of the foregoing, a “Transfer”), shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned when viewed in light of all reasonable considerations, including the security or other financial assurances to be provided by or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer); provided that any direct or indirect transfer of securities or other ownership interests in a Party to the Party’s Affiliate shall not be considered a Transfer for the purposes of this Section 22.1 and shall not require consent. Any Transfer in contravention of this Article XXII shall be null and void. (b) If Owner consents to a Transfer by Distribution Company pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee, of Distribution Company’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that a Distribution Company Default shall not have occurred and be continuing, (x) the obligations of Distribution Company shall terminate to the extent of the Transferred portion of this Agreement, and Distribution Company shall be fully, finally and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Distribution Company Owner shall execute and deliver to Distribution Company a full, final, and unconditional release of any Credit Support or guarantees provided by Distribution Company, in such form as Distribution Company may reasonably request, with respect to the Transferred portion of this Agreement. (c) If Distribution Company consents to a Transfer by Owner pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee of Owner’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Distribution Company of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that an Owner Default shall not have occurred and be continuing

No Transfer of Interests. (a) Any (i) direct or indirect change of Control of any Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of any Party or (iii) except as provided in Section 22.2 or Section 22.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any Party’s rights, interests or obligations under this Agreement (each of the foregoing, a “Transfer”), shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned when viewed in light of all reasonable considerations, including the security or other financial assurances to be provided by or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer); provided that any direct or indirect transfer of securities or other ownership interests in a Party to the Party’s Affiliate shall not be considered a Transfer for the purposes of this Section 22.1 and shall not require consent. Any Transfer in contravention of this Article XXII shall be null and void. (b) If Owner consents to a Transfer by Distribution Company pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee, of Distribution Company’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that a Distribution Company Default shall not have occurred and be continuing, (x) the obligations of Distribution Company shall terminate to the extent of the Transferred portion of this Agreement, and Distribution Company shall be fully, finally and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Distribution Company Owner shall execute and deliver to Distribution Company a full, final, and unconditional release of any Credit Support or guarantees provided by Distribution Company, in such form as Distribution Company may reasonably request, with respect to the Transferred portion of this Agreement. (c) If Distribution Company consents to a Transfer by Owner pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee of Owner’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Distribution Company of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that an Owner Default shall not have occurred and be continuingcontinuing (x) the obligations of Owner shall terminate to the extent of the Transferred portion of this Agreement, and Owner shall be fully, finally and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Owner, Distribution Company shall execute and deliver to Owner a full, final and unconditional release of any Credit Support or guarantees provided by Owner hereunder, in such form as Owner may reasonably request, with respect to the Transferred portion of this Agreement. (d) Nothing herein shall prevent Distribution Company or any assignee thereof from transferring or assigning transmission service rights pursuant to FERC rules and regulations, including pursuant to Section 20 of the PPA.

No Transfer of Interests. (a) Any (i) direct or indirect change of Control of any Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of any Party or (iii) except as provided in Section 22.2 or Section 22.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any Party’s rights, interests or obligations under this Agreement (each of the foregoing, a “Transfer”), shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned when viewed in light of all reasonable considerations, including the security or other financial assurances to be provided by or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer); provided that any direct or indirect transfer of securities or other ownership interests in a Party to the a Person Controlled by a Party’s Affiliate ultimate parent company (for Purchaser, currently Hydro-Québec, and for Owner, currently Iberdrola, S.A.), as applicable, shall not be considered a Transfer for the purposes of this Section 22.1 22.1(a) and shall not require consent. Any Transfer in contravention of this Article XXII shall be null and void. The Parties agree that the provision by or for the account of an assignee or transferee of any Party of Additional Credit Support in an amount equal to the Maximum Amount provided under, and as defined in, the Hydro-Québec Guaranty, as such Maximum Amount may vary from time to time, shall be deemed to satisfy the criterion set forth herein with respect to security or other financial assurances to be provided by or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer). (b) If Owner consents to a Transfer by Distribution Company Purchaser pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee, of Distribution CompanyPurchaser’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that a Distribution Company Purchaser Default shall not have occurred and be continuing, (x) the obligations of Distribution Company Purchaser shall terminate to the extent of the Transferred portion of this Agreement, and Distribution Company Purchaser shall be fully, finally finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Distribution Company Purchaser, Owner shall execute and deliver to Distribution Company Purchaser a full, final, and unconditional release of any Credit Support credit support or guarantees provided by Distribution CompanyPurchaser, in such form as Distribution Company Purchaser may reasonably request, with respect to the Transferred portion of this Agreement. (c) If Distribution Company Purchaser consents to a Transfer by Owner pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee transferee, of Owner’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Distribution Company Purchaser of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that an Owner Default shall not have occurred and be continuing, (x) the obligations of Owner shall terminate to the extent of the Transferred portion of this Agreement, and Owner shall be fully, finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Owner, Purchaser shall execute and deliver to Owner a full, final, and unconditional release of any credit support or guarantees provided by Owner hereunder, in such form as Owner may reasonably request, with respect to the Transferred portion of this Agreement. (d) [Intentionally Omitted]. (e) Nothing herein shall prevent Purchaser or any assignee thereof from transferring or assigning transmission service rights pursuant to FERC rules and regulations.

No Transfer of Interests. (a) Any (i) direct or indirect change of Control of any either Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of any either Party or (iii) except as provided in Section 22.2 or Section 22.323.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any either Party’s rights, interests or obligations under this Agreement (each of the foregoing, a “"Transfer”"), shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned when viewed in light of all reasonable considerations, including the security or other financial assurances to be provided by on or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer); provided that ) and the availability and terms of any direct or indirect transfer of securities or other ownership interests consent required from any Financing Party in a Party to the Party’s Affiliate shall not be considered a Transfer for the purposes of this Section 22.1 and shall not require consentconnection with such Transfer. Any Transfer in contravention of this Article XXII 23 shall be null and void. (b) If Owner consents to a Transfer by Distribution Company Purchaser pursuant to this Section 22.123.1, then, upon such Transfer, including (i) the assumption, in writing by the transfereeTransferee, of Distribution CompanyPurchaser’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transfereeTransferee, then, provided that a Distribution Company Purchaser Default shall not have occurred and be continuing, (x) the obligations of Distribution Company Purchaser (and of Hydro-Québec under the Purchaser Guaranty) shall terminate to the extent of the Transferred portion of this Agreement (it being understood that the Stated Cap shall be reduced in proportion to the Transferred portion of this Agreement), and Distribution Company Purchaser and Hydro-Québec shall be fully, finally finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Distribution Company Purchaser, Owner shall execute and deliver deliver, to Distribution Company Purchaser or Hydro-Québec, a full, final, and unconditional release of any Credit Support or guarantees provided by Distribution Companythe Purchaser Guaranty, in such form as Distribution Company Purchaser may reasonably request, with respect to the Transferred portion of this Agreement. (c) If Distribution Company Purchaser consents to a Transfer by Owner pursuant to this Section 22.123.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee Transferee, of Owner’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Distribution Company Purchaser of any replacement security or other financial assurances to be provided by or on behalf of such transfereeTransferee, then, provided that an Owner Default shall not have occurred and be continuing, (x) the obligations of Owner (and of Northeast Utilities and NSTAR under the Owner Guaranties and the Membership Pledges) shall terminate to the extent of the Transferred portion of this Agreement (it being understood that the aggregate liability of Northeast Utilities and NSTAR under the Owner Guaranties shall be reduced in proportion to the Transferred portion of this Agreement), and Owner, Northeast Utilities and NSTAR shall be fully, finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Owner, Purchaser shall execute and deliver, to Owner, Northeast Utilities or NSTAR, a full, final, and unconditional release of the Owner Guaranties and the Membership Pledges, in such form as Owner may reasonably request, with respect to the Transferred portion of this Agreement. For the avoidance of doubt, neither the Purchaser Mortgage nor the Security Agreement shall not terminate upon any Transfer by Owner pursuant to this Section 23.1, unless otherwise agreed in writing by Purchaser.

No Transfer of Interests. (a) Any (i) direct or indirect change of Control of any Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of any Party or (iii) except as provided in Section 22.2 or Section 22.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any Party’s rights, interests or obligations under this Agreement (each of the foregoing, a “Transfer”), shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned when viewed in light of all reasonable considerations, including the security or other financial assurances to be provided by or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer); provided that any direct or indirect transfer of securities or other ownership interests in a Party to the a Person Controlled by a Party’s Affiliate ultimate parent company (for Purchaser, currently Hydro-Québec, and for Owner, currently Iberdrola, S.A.), as applicable, shall not be considered a Transfer for the purposes of this Section 22.1 22.1(a) and shall not require consent. Any Transfer in contravention of this Article XXII shall be null and void. The Parties agree that the provision by or for the account of an assignee or transferee of any Party of Additional Credit Support in an amount equal to the Maximum Amount provided under, and as defined in, the Hydro-Québec Guaranty, as such Maximum Amount may vary from time to time, shall be deemed to satisfy the criterion set forth herein with respect to security or other financial assurances to be provided by or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer). (b) If Owner consents to a Transfer by Distribution Company Purchaser pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee, of Distribution CompanyPurchaser’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that a Distribution Company Purchaser Default shall not have occurred and be continuing, (x) the obligations of Distribution Company Purchaser shall terminate to the extent of the Transferred portion of this Agreement, and Distribution Company Purchaser shall be fully, finally finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Distribution Company Purchaser, Owner shall execute and deliver to Distribution Company Purchaser a full, final, final and unconditional release of any Credit Support credit support or guarantees provided by Distribution CompanyPurchaser, in such form as Distribution Company Purchaser may reasonably request, with respect to the Transferred portion of this Agreement. (c) If Distribution Company Purchaser consents to a Transfer by Owner pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee transferee, of Owner’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Distribution Company Purchaser of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that an Owner Default shall not have occurred and be continuing, (x) the obligations of Owner shall terminate to the extent of the Transferred portion of this Agreement, and Owner shall be fully, finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Owner, Purchaser shall execute and deliver to Owner a full, final, and unconditional release of any credit support or guarantees provided by Owner hereunder, in such form as Owner may reasonably request, with respect to the Transferred portion of this Agreement. (d) [Intentionally Omitted]. (e) Nothing herein shall prevent Purchaser or any assignee thereof from transferring or assigning transmission service rights pursuant to FERC rules and regulations.

No Transfer of Interests. (a) Any (i) direct or indirect change of Control control of any either Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of any either Party or (iii) except as provided in Section 22.2 or Section 22.323.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any either Party’s rights, interests or obligations under this Agreement (each of the foregoing, a “Transfer”), shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned when viewed in light of all reasonable considerations, including the security or other financial assurances to be provided by on or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer); provided that ) and the availability and terms of any direct or indirect transfer of securities or other ownership interests consent required from any Financing Party in a Party to the Party’s Affiliate shall not be considered a Transfer for the purposes of this Section 22.1 and shall not require consentconnection with such Transfer. Any Transfer in contravention of this Article XXII 23 shall be null and void. (b) If Owner consents to a Transfer by Distribution Company Purchaser pursuant to this Section 22.123.1, then, upon such Transfer, including (i) the assumption, in writing by the transfereeTransferee, of Distribution CompanyPurchaser’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transfereeTransferee, then, provided that a Distribution Company Purchaser Default shall not have occurred and be continuing, (x) the obligations of Distribution Company Purchaser (and of Hydro-Québec under the Purchaser Guaranty) shall terminate to the extent of the Transferred portion of this Agreement (it being understood that the Stated Cap shall be reduced in proportion to the Transferred portion of this Agreement), and Distribution Company Purchaser and Hydro-Québec shall be fully, finally finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Distribution Company Purchaser, Owner shall execute and deliver deliver, to Distribution Company Purchaser or Hydro-Québec, a full, final, and unconditional release of any Credit Support or guarantees provided by Distribution Companythe Purchaser Guaranty, in such form as Distribution Company Purchaser may reasonably request, with respect to the Transferred portion of this Agreement. (c) If Distribution Company Purchaser consents to a Transfer by Owner pursuant to this Section 22.123.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee Transferee, of Owner’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Distribution Company Purchaser of any replacement security or other financial assurances to be provided by or on behalf of such transfereeTransferee, then, provided that an Owner Default shall not have occurred and be continuing, (x) the obligations of Owner (and of Northeast Utilities and NSTAR under the Owner Guaranties and the Membership Pledges) shall terminate to the extent of the Transferred portion of this Agreement (it being understood that the aggregate liability of Northeast Utilities and NSTAR under the Owner Guaranties shall be reduced in proportion to the Transferred portion of this Agreement), and Owner, Northeast Utilities and NSTAR shall be fully, finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Owner, Purchaser shall execute and deliver, to Owner, Northeast Utilities or NSTAR, a full, final, and unconditional release of the Owner Guaranties and the Membership Pledges, in such form as Owner may reasonably request, with respect to the Transferred portion of this Agreement. For the avoidance of doubt, neither the Purchaser Mortgage nor the Security Agreement shall not terminate upon any Transfer by Owner pursuant to this Section 23.1, unless otherwise agreed in writing by Purchaser.

No Transfer of Interests. (a) Any (i) direct or indirect change of Control control of any either Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of any either Party or (iii) except as provided in Section 22.2 or Section 22.323.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any either Party’s 's rights, interests or obligations under this Agreement (each of the foregoing, a “"Transfer”"), shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned when viewed in light of all reasonable considerations, including the security or other financial assurances to be provided by on or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer); provided that ) and the availability and terms of any direct or indirect transfer of securities or other ownership interests consent required from any Financing Party in a Party to the Party’s Affiliate shall not be considered a Transfer for the purposes of this Section 22.1 and shall not require consentconnection with such Transfer. Any Transfer in contravention of this Article XXII 23 shall be null and void. (b) If Owner consents to a Transfer by Distribution Company Purchaser pursuant to this Section 22.123.1, then, upon such Transfer, including (i) the assumption, in writing by the transfereeTransferee, of Distribution Company’s Purchaser's obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transfereeTransferee, then, provided that a Distribution Company Purchaser Default shall not have occurred and be continuing, (x) the obligations of Distribution Company Purchaser (and of Hydro-Québec under the Purchaser Guaranty) shall terminate to the extent of the Transferred portion of this Agreement (it being understood that the Stated Cap shall be reduced in proportion to the Transferred portion of this Agreement), and Distribution Company Purchaser and Hydro-Québec shall be fully, finally finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Distribution Company Purchaser, Owner shall execute and deliver deliver, to Distribution Company Purchaser or Hydro-Québec, a full, final, and unconditional release of any Credit Support or guarantees provided by Distribution Companythe Purchaser Guaranty, in such form as Distribution Company Purchaser may reasonably request, with respect to the Transferred portion of this Agreement.. 1014917.31-D.C. Server 1A - MSW (c) If Distribution Company Purchaser consents to a Transfer by Owner pursuant to this Section 22.123.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee Transferee, of Owner’s 's obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Distribution Company Purchaser of any replacement security or other financial assurances to be provided by or on behalf of such transfereeTransferee, then, provided that an Owner Default shall not have occurred and be continuing, (x) the obligations of Owner (and of Northeast Utilities and NSTAR under the Owner Guaranties and the Membership Pledges) shall terminate to the extent of the Transferred portion of this Agreement (it being understood that the aggregate liability of Northeast Utilities and NSTAR under the Owner Guaranties shall be reduced in proportion to the Transferred portion of this Agreement), and Owner, Northeast Utilities and NSTAR shall be fully, finally, and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Owner, Purchaser shall execute and deliver, to Owner, Northeast Utilities or NSTAR, a full, final, and unconditional release of the Owner Guaranties and the Membership Pledges, in such form as Owner may reasonably request, with respect to the Transferred portion of this Agreement. For the avoidance of doubt, neither the Purchaser Mortgage nor the Security Agreement shall not terminate upon any Transfer by Owner pursuant to this Section 23.1, unless otherwise agreed in writing by Purchaser.

No Transfer of Interests. (a) Any Except as otherwise expressly provided in this Agreement, no Partner shall be entitled to transfer, assign, gift, convey, sell, pledge, encumber or in any way alienate all or any part of such Partner’s Interest, whether directly or indirectly, and whether of record, constructively or beneficially and whether by operation of law or otherwise (i) whether by way of merger, asset sale, stock sale, or otherwise, or permit or suffer a transfer, assignment, gift, conveyance, sale, pledge, encumbrance or alienation of a direct or indirect change of Control of any Party (whether voluntary or interest in such Partner, including by operation of law), (ii) sale, transfer or other disposition of all or substantially all means of the assets issuance of additional direct or indirect interests in such Partner) (any Party or (iii) except as provided in Section 22.2 or Section 22.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any Party’s rights, interests or obligations under this Agreement (each of the foregoing, a “Transfer”), shall require ) without the prior written consent of all of the other PartyPartners, which consent shall not be unreasonably withheld. Transfers in violation of this Article IX shall be null and void. After the consummation of any Transfer of any part of an Interest, the Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further Transfers shall be required to comply with all terms and provisions of this Agreement. Notwithstanding anything to the contrary in this Article IX, without the written consent of all Partners, and satisfaction of all conditions set forth in Section 9.7, no transferee of all or any portion of a Partner’s Interest transferred in accordance with this Article IX shall become a Partner or have the rights of voting or participation granted to a Partner under the Delaware Act or this Agreement, except the economic right to receive allocations of Net Profits and Net Losses and distributions of Net Cash Flow allocable to the Interest transferred. (b) Unless Investor otherwise consents, which consent shall not be unreasonably withheld, delayed the General Partner agrees that it will not admit any person that is a “controlled entity” or conditioned when viewed in light of all reasonable considerations, including an “integral part” (as the security or other financial assurances to be provided by or on behalf of any proposed successor or assign (including the net worth and creditworthiness case may be) of the issuer); provided that any direct or indirect transfer of securities or other ownership interests in a Party to the Party’s Affiliate shall not be considered a Transfer for the purposes of this Section 22.1 and shall not require consent. Any Transfer in contravention of this Article XXII shall be null and void. Canadian federal government (bas defined under Treasury Regulations Sections 1.892-2T(a)(2) If Owner consents to a Transfer by Distribution Company pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee, of Distribution Company’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii3)) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that a Distribution Company Default shall not have occurred and be continuing, (x) if the obligations of Distribution Company shall terminate to the extent admission of the Transferred portion of this Agreement, and Distribution Company shall be fully, finally and unconditionally released from all liability associated therewith new investor could cause the Partnership or any or its underlying subsidiaries to the extent become a “controlled commercial entity” (as defined under Treasury Regulations Section 1.892-5T) of the Transferred portion Canadian federal government and deny benefits to Investor under Section 892 of this Agreement, and the Code (y) at the request of Distribution Company Owner shall execute and deliver to Distribution Company a full, final, and unconditional release of any Credit Support or guarantees provided by Distribution Company, in such form as Distribution Company may reasonably request, with respect to the Transferred portion of this Agreementapplicable). (c) If Distribution Company consents to a Transfer by Owner pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee of Owner’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Distribution Company of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that an Owner Default shall not have occurred and be continuing