Common use of Transfer Without Consent is Null and Void Clause in Contracts

Transfer Without Consent is Null and Void. Except as provided in ARTICLE 2, any sale, transfer, or assignment of any interest in the Seller’s Interest or in this PPA made without fulfilling the requirements of this ARTICLE 14 shall be null and void and a breach of this PPA. (A) Except as permitted in this Section 14.1, neither Party shall assign this PPA, or any right, title or interest therein, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that: (i) Notice of any proposed assignment requiring consent of the other Party shall be given to such other Party at least thirty (30) Days prior to the proposed effective date of such assignment; and (ii) with respect to any assignment hereunder, whether requiring consent or not, (a) except with respect to any assignment under Section 14.2, any assignee shall expressly assume the assignor’s obligations under this PPA unless otherwise agreed by the other Party; (b) no assignment shall relieve the assignor of its obligations under this PPA in the event the assignee fails to perform, unless the other Party waives or releases in writing the assignor’s continuing obligations under this PPA; and (c) the assignment shall be subject to receipt of all such approvals as may be required by any applicable Governmental Authorities. (B) Except as set forth in Section 15.14(B) with respect to the Collateral and Seller’s consent rights with respect thereto, Purchaser shall have the right to assign all or a portion of its rights or obligations under this PPA without the prior written consent of Seller as follows: 1. to a Lender as collateral security for obligations under the Financing Documents entered into with such Lender, provided that: (i) Purchaser provides Seller with written Notice of such proposed collateral assignment not less than thirty (30) Days prior to such collateral assignment, and (ii) the applicable form of collateral assignment and related documentation is reasonably acceptable to Seller, as provided in Section 14.2; 2. to an Affiliate of Purchaser that is either (i) a Creditworthy Entity and Qualified Operator or (ii) a Creditworthy Entity that contracts with a Qualified Operator; 3. pursuant to Section 14.2, to a Creditworthy Entity and Qualified Operator or to a Creditworthy Entity that contracts with a Qualified Operator to operate the Facility after a Lender has exercised its foreclosure rights with respect to this PPA; and

Transfer Without Consent is Null and Void. Except as provided in ARTICLE 2, any Any Change of Control or sale, transfer, or assignment of any interest in the Seller’s Interest Facility or in this PPA made without fulfilling the requirements of this ARTICLE 14 PPA shall be null and void and a breach of this PPA. (A) Except as permitted in this Section 14.1Section, neither Party shall assign this PPA, PPA or any right, title or interest thereinportion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, withheld or delayed; provided, however, that: that (i) at least 30 Days prior Notice of any proposed assignment requiring consent of the other Party shall be given to such the other Party at least thirty (30) Days prior to the proposed effective date of such assignmentParty; and (ii) with respect to any assignment hereunder, whether requiring consent or not, (a) except with respect to any assignment under Section 14.2, any assignee shall expressly assume the assignor’s obligations under this PPA unless otherwise agreed by the other Party; , (biii) no assignment shall relieve the assignor of its obligations under this PPA in the event the assignee fails to perform, unless the other Party waives or releases in writing the assignor’s continuing obligations under this PPA; (iv) no assignment shall impair any security given by Seller unless such security has been replaced in accordance with Section 11.1; and (cv) before this PPA is assigned by Seller, the assignment shall be subject to receipt of all assignee must first obtain such approvals as may be required by any all applicable Governmental Authorities. (B) Except as set forth in Section 15.14(B) with respect to the Collateral and 1. Seller’s consent rights with respect thereto, Purchaser shall have the right not be required for Company to assign all this PPA to an Affiliate of Company; provided, however, that Company shall remain liable for obligations incurred under this PPA unless released in accordance with the terms of this PPA. In the event that a permitted assignee of Company is an entity that provides retail electric service in the State in which the Facility is located and is subject to rate and quality service regulation under the jurisdiction of the State Regulatory Agency and has or a portion of attains an Investment Grade rating, Seller shall release Company from its rights or obligations under this PPA without if Company requests to be so released by Notice to Seller. 2. Company’s consent shall not be required for Seller to assign this PPA for collateral purposes, to the Facility Lender. Seller shall provide Company Notice of any such assignment no later than 30 Days after the assignment. (B) Any Change of Control of Seller, whether voluntary or by operation of law, shall require the prior written consent of Seller as follows: 1. Company, which shall not be unreasonably withheld, provided, however, that Company shall have no obligation to a Lender as collateral security for obligations under the Financing Documents entered into with provide any such Lender, provided that: (i) Purchaser provides Seller with written Notice of such proposed collateral assignment not less than thirty (30) Days consent prior to such collateral assignment, the fulfillment and (ii) the applicable form expiration of collateral assignment and related documentation is reasonably acceptable to Seller, as provided in Section 14.2; 2. to an Affiliate of Purchaser that is either (i) a Creditworthy Entity and Qualified Operator or (ii) a Creditworthy Entity that contracts with a Qualified Operator; 3. all rights conferred pursuant to Section 14.2, to a Creditworthy Entity and Qualified Operator or to a Creditworthy Entity that contracts with a Qualified Operator to operate the Facility after a Lender has exercised its foreclosure rights with respect to this PPA; and19.2.

Transfer Without Consent is Null and Void. Except as provided in ARTICLE 2, any sale, transfer, or assignment of any interest in the Seller’s Interest or in this PPA made without fulfilling the requirements of this ARTICLE 14 shall be null and void and a breach of this PPA. (A) Except as permitted in this Section 14.1, neither Party shall assign this PPA, or any right, title or interest therein, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that: (i) Notice of any proposed assignment requiring consent of the other Party shall be given to such other Party at least thirty (30) Days prior to the proposed effective date of such assignment; and (ii) with respect to any assignment hereunder, whether requiring consent or not, (a) except with respect to any assignment under Section 14.2, any assignee shall expressly assume the assignor’s obligations under this PPA unless otherwise agreed by the other Party; (b) no assignment shall relieve the assignor of its obligations under this PPA in the event the assignee fails to perform, unless the other Party waives or releases in writing the assignor’s continuing Eklutna Power Purchase Agreement dated as of December 28, 2018 between Chugach Electric Association, Inc. and the Municipality of Anchorage obligations under this PPA; and (c) the assignment shall be subject to receipt of all such approvals as may be required by any applicable Governmental Authorities. (B) Except as set forth in Section 15.14(B) with respect to the Collateral and Seller’s consent rights with respect thereto, Purchaser shall have the right to assign all or a portion of its rights or obligations under this PPA without the prior written consent of Seller as follows: 1. to a Lender as collateral security for obligations under the Financing Documents entered into with such Lender, provided that: (i) Purchaser provides Seller with written Notice of such proposed collateral assignment not less than thirty (30) Days prior to such collateral assignment, and (ii) the applicable form of collateral assignment and related documentation is reasonably acceptable to Seller, as provided in Section 14.2; 2. to an Affiliate of Purchaser that is either (i) a Creditworthy Entity and Qualified Operator or (ii) a Creditworthy Entity that contracts with a Qualified Operator; 3. pursuant to Section 14.2, to a Creditworthy Entity and Qualified Operator or to a Creditworthy Entity that contracts with a Qualified Operator to operate the Facility after a Lender has exercised its foreclosure rights with respect to this PPA; and