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 a Person Controlled by a Party’s 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(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).