Common use of Permitted Assignment Clause in Contracts

Permitted Assignment. Notwithstanding the foregoing, either Party may assign this Agreement in whole, without the prior written consent of the other Party, to (a) any Affiliate (provided that the assignee will expressly agree to be bound by such Party’s obligations under this Agreement and that such Party will remain liable for all of its rights and obligations under this Agreement and provided, further that such assignee Affiliate shall assign this Agreement back to the original Party at any future date that such assignee is no longer an Affiliate of such Party) or (b) by way of sale of itself or the spin-off or sale of the portion of its business to which this Agreement relates, through merger, sale of assets and/or sale of stock or ownership interest, provided that the assignee will expressly agree to be bound by such Party’s obligations under this Agreement and that such sale is not primarily for the benefit of its creditors. In addition, Pfizer may assign its rights and obligations under this Agreement to a Third Party where Pfizer or its Affiliate is required, or makes a good faith determination based on advice of counsel, to divest a Licensed Product in order to comply with Law or the order of any Governmental Authority as a result of a merger or acquisition, provided that (i) [***] and (ii) the assignee will expressly agree to be bound by Pfizer’s obligations under this Agreement. This Agreement will be binding upon the successors and permitted assigns of the Parties and the name of a Party appearing herein will be deemed to include the names of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of this Agreement.

Permitted Assignment. Notwithstanding the foregoing, either Party may assign this This Agreement in whole, shall not be assignable by Seller without the prior written consent of the other PartyPurchaser, to except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) (i) to any Affiliate Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the Project or (provided that ii) to any Lender or its designee in connection with a foreclosure or other exercise of remedies, and (b) unless otherwise waived by Purchaser, shall be assigned in whole or in part by Seller without the assignee will expressly agree requirement for such consent (but with notice to be bound Purchaser) in the event of a sale by such Party’s Seller of all or a substantial portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement and in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior written consent of Seller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such Party will remain liable for consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of its rights and the assigning Party's obligations under this Agreement and provided, further that such assignee Affiliate shall assign this Agreement back by writing reasonably acceptable to the original Party at any future date that non-assigning Party. Any such assignee is no longer an Affiliate of such Party) assignee, transferee or purchaser (b) by way of sale of itself other than a Lender through collateral assignment in connection with a lease or the spin-off or sale other financing transaction permitted under Section 6.2.8 of the portion Ownership Agreement) must be sufficiently creditworthy and otherwise capable of its business to which this Agreement relates, through merger, sale performing all of assets and/or sale of stock or ownership interest, provided that the assignee will expressly agree to be bound by such assigning Party’s obligations under this Agreement and that such sale is not primarily for the benefit of its creditors. In addition, Pfizer may assign its rights and obligations under this Agreement to a Third Party where Pfizer or its Affiliate is required, or makes a good faith determination based on advice of counsel, to divest a Licensed Product in order to comply with Law or the order of any Governmental Authority as a result of a merger or acquisition, provided that (i) [***] and (ii) the assignee will expressly agree to be bound by Pfizer’s 's obligations under this Agreement. This No assignment or transfer of this Agreement will by a Party shall be binding upon permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the successors and permitted assigns other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the Parties and assignor hereunder shall have been assumed by the name of assignee in a Party appearing herein will be deemed to include the names of such Party’s successors and permitted assigns written agreement delivered to the extent necessary to carry out other Party. Any assignment that does not comply with the intent provisions of this AgreementSection 17 shall be null and void.

Permitted Assignment. Notwithstanding (a) NEA shall have the foregoingright to assign all or any portion of its rights or obligations under this Agreement without the consent of BECO solely for financing purposes to existing and any future lenders secured, either Party may in whole or in part, by interests in the Facility, NEA's contractual rights, or NEA or Affiliates of NEA. Such assignment to lenders shall not operate to relieve NEA of any duty or obligation under this Agreement. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s), provided that BECO determines, in BECO's reasonable discretion, that such proposed transferee or assignee is qualified and capable to satisfy NEA's obligations hereunder. (b) BECO shall have the right to assign this Agreement in whole, connection with a BECO Reorganization Event to any assignee without the prior written consent of the other Party, to (a) any Affiliate (provided that the assignee will expressly agree to be bound by such Party’s obligations under this Agreement and that such Party will remain liable for all of its rights and obligations under this Agreement and provided, further that such assignee Affiliate shall assign this Agreement back to the original Party at any future date that such assignee is no longer an Affiliate of such Party) or (b) by way of sale of itself or the spin-off or sale of the portion of its business to which this Agreement relates, through merger, sale of assets and/or sale of stock or ownership interest, provided that the assignee will expressly agree to be bound by such Party’s obligations under this Agreement and that such sale is not primarily for the benefit of its creditors. In addition, Pfizer may assign its rights and obligations under this Agreement to a Third Party where Pfizer or its Affiliate is required, or makes a good faith determination based on advice of counsel, to divest a Licensed Product in order to comply with Law or the order of any Governmental Authority NEA so long as a result of a merger or acquisition, provided that (i) [***] the proposed assignee serves load in NEPOOL and (ii) the assignee will expressly agree proposed assignee's credit rating as established by Xxxxx'x or S&P is equal to or better than that of BECO at the time of the proposed assignment (provided, that any such rating that is on "watch" for downgrading shall not satisfy the credit rating criteria described in clause (ii)). (c) If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be bound by Pfizer’s obligations under this Agreement. This Agreement will be binding upon delivered to the successors other Party an assumption agreement (in form and permitted assigns substance reasonably satisfactory to the non-assigning Party) of all of the Parties obligations of the assigning Party hereunder by such assignee. (d) An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof. 14. NOTICES Any notice or communication given pursuant hereto shall be in writing and the name of a Party appearing herein will (1) delivered personally (personally delivered notices shall be deemed to include the names given upon written acknowledgment of such Party’s successors and permitted assigns receipt after delivery to the extent necessary address specified or upon refusal of receipt); (2) mailed by registered or certified mail, postage prepaid (mailed notices shall be deemed given on the actual date of delivery, as set forth in the return receipt, or upon refusal of receipt); (3) e-mailed (e-mailed notices shall be deemed given upon actual receipt) or (4) delivered in full by telecopy (telecopied notices shall be deemed given upon actual receipt), in either case addressed or telecopied as follows or to carry out such other addresses or telecopy numbers as may hereafter be designed by either Party to the intent of this Agreementother in writing: If to BECO: Boston Edison Company Xxx XXXXX Xxx, XX 000 Xxxxxxxx, XX 00000-0000 Attention: Xxxxx X. Xxxxxx, Vice President, Energy Supply and Transmission Facsimile: (000) 000-0000 Copy to: Legal Department NSTAR Electric & Gas Corporation 000 Xxxxxxxx Xxxxxx Xxxxxx, Xx 00000 Attention: T.N. Xxxxxx, Assistant General Counsel Facsimile: (000) 000-0000 If to NEA: Northeast Energy Associates, A Limited Partnership c/o Northeast Energy LP c/o ESI Northeast Energy GP, Inc. Its Administrative General Partner 000 Xxxxxxxx Xxxx. X.X. Xxx 00000 Xxxx Xxxxx, XX 00000 Attention: Business Manager Facsimile: 000-000-0000 With a copy to: Tractebel Power, Inc. 0000 Xxxx Xxx Xxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attention: General Counsel Facsimile: 000-000-0000 15.

Permitted Assignment. Notwithstanding (a) NEA shall have the foregoingright to assign all or any portion of its rights or obligations under this Agreement without the consent of CECO solely for financing purposes to existing and any future lenders secured, either Party may in whole or in part, by interests in the Facility, NEA's contractual rights, or NEA or Affiliates of NEA. Such assignment to lenders shall not operate to relieve NEA of any duty or obligation under this Agreement. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s), provided that CECO determines, in CECO's reasonable discretion, that such proposed transferee or assignee is qualified and capable to satisfy NEA's obligations hereunder. (b) CECO shall have the right to assign this Agreement in whole, connection with a CECO Reorganization Event to any assignee without the prior written consent of the other Party, to (a) any Affiliate (provided that the assignee will expressly agree to be bound by such Party’s obligations under this Agreement and that such Party will remain liable for all of its rights and obligations under this Agreement and provided, further that such assignee Affiliate shall assign this Agreement back to the original Party at any future date that such assignee is no longer an Affiliate of such Party) or (b) by way of sale of itself or the spin-off or sale of the portion of its business to which this Agreement relates, through merger, sale of assets and/or sale of stock or ownership interest, provided that the assignee will expressly agree to be bound by such Party’s obligations under this Agreement and that such sale is not primarily for the benefit of its creditors. In addition, Pfizer may assign its rights and obligations under this Agreement to a Third Party where Pfizer or its Affiliate is required, or makes a good faith determination based on advice of counsel, to divest a Licensed Product in order to comply with Law or the order of any Governmental Authority NEA so long as a result of a merger or acquisition, provided that (i) [***] the proposed assignee serves load in NEPOOL and (ii) the assignee will expressly agree proposed assignee's credit rating as established by Xxxxx'x or S&P is equal to or better than that of CECO at the time of the proposed assignment (provided, that any such rating that is on "watch" for downgrading shall not satisfy the credit rating criteria described in clause (ii)). (c) If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be bound by Pfizer’s obligations under this Agreement. This Agreement will be binding upon delivered to the successors other Party an assumption agreement (in form and permitted assigns substance reasonably satisfactory to the non-assigning Party) of all of the Parties obligations of the assigning Party hereunder by such assignee. (d) An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof. 14. NOTICES Any notice or communication given pursuant hereto shall be in writing and the name of a Party appearing herein will (1) delivered personally (personally delivered notices shall be deemed to include the names given upon written acknowledgment of such Party’s successors and permitted assigns receipt after delivery to the extent necessary address specified or upon refusal of receipt); (2) mailed by registered or certified mail, postage prepaid (mailed notices shall be deemed given on the actual date of delivery, as set forth in the return receipt, or upon refusal of receipt); (3) e-mailed (e-mailed notices shall be deemed given upon actual receipt) or (4) delivered in full by telecopy (telecopied notices shall be deemed given upon actual receipt), in either case addressed or telecopied as follows or to carry out such other addresses or telecopy numbers as may hereafter be designed by either Party to the intent of this Agreementother in writing: If to CECO: Commonwealth Electric Company Xxx XXXXX Xxx, XX 000 Xxxxxxxx, XX 00000-0000 Attention: Xxxxx X. Xxxxxx, Vice President, Energy Supply and Transmission Facsimile: (000) 000-0000 Copy to: Legal Department NSTAR Electric & Gas Corporation 000 Xxxxxxxx Xxxxxx Xxxxxx, Xx 00000 Attention: T.N. Xxxxxx, Assistant General Counsel Facsimile: (000) 000-0000 If to NEA: Northeast Energy Associates, A Limited Partnership c/o Northeast Energy LP c/o ESI Northeast Energy GP, Inc. Its Administrative General Partner 000 Xxxxxxxx Xxxx. X.X. Xxx 00000 Xxxx Xxxxx, XX 00000 Attention: Business Manager Facsimile: 000-000-0000 With a copy to: Tractebel Power, Inc. 0000 Xxxx Xxx Xxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attention: General Counsel Facsimile: 000-000-0000 15.

Permitted Assignment. Notwithstanding the foregoing, either Party may assign this This Agreement in whole, shall not be assignable by Seller without the prior written consent of the other PartyPurchaser, to except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) (i) to any Affiliate Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the Project or (provided that ii) to any Lender or its designee in connection with a foreclosure or other exercise of remedies, and (b) unless otherwise waived by Purchaser, shall be assigned in whole or in part by Seller without the assignee will expressly agree requirement for such consent (but with notice to be bound Purchaser) in the event of a sale by such Party’s Seller of all or a portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement and in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior written consent of Seller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such Party will remain liable for consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of its rights and the assigning Party's obligations under this Agreement and provided, further that such assignee Affiliate shall assign this Agreement back by writing reasonably acceptable to the original Party at any future date that non-assigning Party. Any such assignee is no longer an Affiliate of such Party) assignee, transferee or purchaser (b) by way of sale of itself other than a Lender through assignment in connection with a lease or the spin-off or sale other financing transaction permitted under Section 6.2.8 of the portion Ownership Agreement) must be sufficiently creditworthy and otherwise capable of its business to which this Agreement relates, through merger, sale performing all of assets and/or sale of stock or ownership interest, provided that the assignee will expressly agree to be bound by such assigning Party’s obligations under this Agreement and that such sale is not primarily for the benefit of its creditors. In addition, Pfizer may assign its rights and obligations under this Agreement to a Third Party where Pfizer or its Affiliate is required, or makes a good faith determination based on advice of counsel, to divest a Licensed Product in order to comply with Law or the order of any Governmental Authority as a result of a merger or acquisition, provided that (i) [***] and (ii) the assignee will expressly agree to be bound by Pfizer’s 's obligations under this Agreement. This No assignment or transfer of this Agreement will by a Party shall be binding upon permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the successors and permitted assigns other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the Parties and assignor hereunder shall have been assumed by the name of assignee in a Party appearing herein will be deemed to include the names of such Party’s successors and permitted assigns written agreement delivered to the extent necessary to carry out other Party. Any assignment that does not comply with the intent provisions of this AgreementSection 17 shall be null and void.

Permitted Assignment. Notwithstanding the foregoing, either Party may assign this This Agreement in whole, shall not be assignable by Seller without the prior written consent of the other PartyPurchaser, to except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) (i) to any Affiliate Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the Project or (provided that iii) to any Lender or its designee in connection with a foreclosure or other exercise of remedies, and (b) unless otherwise waived by Purchaser, shall be assigned in whole or in part by Seller without the assignee will expressly agree requirement for such consent (but with notice to be bound Purchaser) in the event of a sale by such Party’s Seller of all or a portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement and in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior written consent of Seller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such Party will remain liable for consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of its rights and the assigning Party's obligations under this Agreement and provided, further that such assignee Affiliate shall assign this Agreement back by writing reasonably acceptable to the original Party at any future date that non-assigning Party. Any such assignee is no longer an Affiliate of such Party) assignee, transferee or purchaser (b) by way of sale of itself other than a Lender through collateral assignment in connection with a lease or the spin-off or sale other financing transaction permitted under Section 6.2.8 of the portion Ownership Agreement) must be sufficiently creditworthy and otherwise capable of its business to which this Agreement relates, through merger, sale performing all of assets and/or sale of stock or ownership interest, provided that the assignee will expressly agree to be bound by such assigning Party’s obligations under this Agreement and that such sale is not primarily for the benefit of its creditors. In addition, Pfizer may assign its rights and obligations under this Agreement to a Third Party where Pfizer or its Affiliate is required, or makes a good faith determination based on advice of counsel, to divest a Licensed Product in order to comply with Law or the order of any Governmental Authority as a result of a merger or acquisition, provided that (i) [***] and (ii) the assignee will expressly agree to be bound by Pfizer’s 's obligations under this Agreement. This No assignment or transfer of this Agreement will by a Party shall be binding upon permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the successors and permitted assigns other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the Parties and assignor hereunder shall have been assumed by the name of assignee in a Party appearing herein will be deemed to include the names of such Party’s successors and permitted assigns written agreement delivered to the extent necessary to carry out other Party. Any assignment that does not comply with the intent provisions of this AgreementSection 17 shall be null and void.