Permitted Assignment by Seller. Seller may (i) assign this Agreement without consent of Buyer to an Affiliate of Seller or a purchaser of all or substantially all of the Seller’s assets used in connection with performing this Agreement, upon a showing of the proposed assignee’s technical and financial capability to fulfill the requirements of Seller under this Agreement, as determined by Buyer in its reasonable discretion, or (ii) transfer, pledge, encumber or assign the Facility, this Agreement or the accounts, revenues or proceeds under the Agreement as security for the project financing associated with the Facility.
Permitted Assignment by Seller. Buyer’s consent shall not be required for Seller to pledge or assign the Facility, this Agreement or the revenues under this Agreement to any Lender as security for any Financing of the Facility; provided, however, if Seller requests Buyer’s consent to such an assignment, (i) Buyer shall provide that consent subject to Buyer’s execution of a consent to assignment in a form acceptable to Buyer and Seller, and (ii) Seller will reimburse Buyer for all “out of pocket” costs and expenses Buyer incurs in connection with that consent, without regarding to whether such consent is provided.
Permitted Assignment by Seller. Seller may pledge or assign the Facility, this Agreement or the revenues under this Agreement to any Lender as security for the project financing of the Facility, and Buyer agrees to execute a consent to assignment that is in form and substance reasonably satisfactory to Buyer, Seller and such Lender that incorporates terms and conditions customary for a transaction of this type (including the provisions included in Section 9.3(d)); provided, however, that Buyer shall not be obligated to enter into any consent which shall adversely affect Buyer’s rights or obligations under this Agreement. Buyer shall not unreasonably withhold, condition or delay providing its consent to an assignment to a Lender.
Permitted Assignment by Seller. Buyer’s consent shall not be required for Seller to pledge or assign the Facility, this Agreement or the revenues under this Agreement to any Lender as security for any Financing of the Facility or to assign the Facility or this Agreement to an Affiliate if all required Credit Support remains in place. If Seller requests Buyer’s consent to an assignment, Buyer shall provide that consent subject to Buyer’s execution of a consent to assignment in a commercially reasonable form acceptable to Buyer and Seller. Upon Seller’s reasonable request in connection with any Financing (including any such back leverage financing or Tax Equity Transaction) with respect to Seller or any Affiliate of Seller, Buyer shall execute a consent or estoppel in a commercially reasonable form acceptable to Buyer and Seller and Buyer shall provide such information or other documents to Seller or any Lender (including any such back leverage Lender or Tax Equity Investor) as is customarily provided in connection with Financings of a similar nature. Seller will use commercially reasonable efforts to conform all consents and estoppels requested under this Section 14.2 to a single form, to the extent practicable. Seller will reimburse Buyer for the documented, reasonable “out of pocket” costs and expenses Buyer incurs in connection with that consent or estoppel, without regarding to whether such consent or estoppel is provided.
Permitted Assignment by Seller. (a) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (i) an Affiliate of Seller or (ii) any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law) if, and only if (A) the assignee is a Permitted Transferee; (B) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and (C) Seller has provided Buyer a written agreement signed by the Person to which Xxxxxx wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. Notwithstanding the foregoing, any assignment by Seller or its successors or assigns under this Section 14.3(a) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Xxxxx.
(b) Buyer may, without the prior written consent of Seller, transfer or assign this Agreement to any member of Buyer that (A) has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, and (B) is a load serving entity; provided, Buyer shall give Seller Notice at least fifteen (15) Business Days before the date of such proposed assignment and provide to Seller a written agreement, reasonably acceptable to Seller, signed by the Person to which Buyer wishes to assign its interests that provides that such Person will assume all of Buyer’s obligations and liabilities under this Agreement upon such transfer or assignment. Notwithstanding the foregoing, any assignment by Xxxxx or its successors or assigns under this Section 14.3(b) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Seller.
Permitted Assignment by Seller. Buyer’s consent shall not be required for Seller or its Affiliates to pledge or assign the Hydro-Québec Power Resources, this Agreement or the revenues under this Agreement, in each case, to any Affiliate of Seller; provided, however, that, if Seller requests Buyer’s consent to an assignment, (a) Buyer shall provide that consent subject to Buyer’s execution of a consent to assignment in a form acceptable to Buyer and Seller, and (b) Seller will reimburse Buyer for all “out of pocket” costs and expenses Buyer reasonably incurs in connection with that consent, without regard to whether such consent is provided. Provided that Seller maintains its ability to continue to satisfy Seller’s obligation to perform under this Agreement, Buyer’s consent shall not be required for Seller or its Affiliates to sell or transfer any interest in the Hydro-Québec Power Resources.
Permitted Assignment by Seller. Seller may, without the prior written consent of Xxxxx, transfer or assign this Agreement to: (a) an Affiliate of Seller or (b) any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law); if, and only if:
(i) the assignee is a Permitted Transferee;
(ii) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and
(iii) Seller has provided Buyer a written agreement signed by the Person to which Seller wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. Except as provided in the preceding sentence, any assignment by Xxxxxx, its successors or assigns under this Section 14.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Seller.
Permitted Assignment by Seller. Seller may pledge or assign the Facility, this Agreement or the revenues under this Agreement to any Lender as security for the project financing of the Facility.
Permitted Assignment by Seller. Purchaser may assign its rights and obligations under this Agreement to any Person who purchases the Plant and assumes in writing the Purchaser’s obligations under this Agreement.
Permitted Assignment by Seller. Buyer’s consent shall not be required for Seller to either (a) pledge or assign the Facility, this Agreement, or the accounts, revenues, or proceeds from this Agreement to any Lender as security for any Financing of the Facility, or (b) assign the Facility and this Agreement to an Affiliate if the then-current Development Period Security or Operational Period Security, as applicable, remains in place. Upon Seller’s reasonable request, Buyer shall (i) execute a consent to assignment associated with a Financing in a commercially reasonable form acceptable to Buyer and Seller, and (ii) provide estoppels associated with a Financing in a commercially reasonable form acceptable to Buyer and Seller. Seller will reimburse Buyer for all “out of pocket” costs and expenses Buyer incurs in connection with any requested consent to assignment or estoppel, without regarding to whether such consent is provided.
