Common use of Transfers and Assignments Clause in Contracts

Transfers and Assignments. SEMA and each Owner Lessor may ------------------------- transfer or assign its rights under this Agreement to any Person without the consent or approval of the other Party. Subject to the assignment provisions of any Operative Document then in effect, including Section 23.4 of any Facility Lease, SEMA may not assign its obligations under this Agreement to any Person, without (i) the consent of the Majority of Owner Lessors, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) the assumption by the transferee of the obligations of SEMA in a manner reasonably satisfactory to the Majority of Owner Lessors. No Owner Lessor may assign its obligations under this Agreement to any Person, without (i) the consent of SEMA, which consent shall not be unreasonably withheld or delayed and (ii) the assumption by the transferee of the obligations of such Owner Lessor in a manner reasonably satisfactory to SEMA. Neither SEMA nor any Owner Lessor shall (nor shall it permit any other Person to), without the prior written consent of SEMA or the Majority of Owner Lessors, as the case may be, which consent shall not be unreasonably withheld, sell, assign, lease or otherwise transfer the SEMA Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, to any Person that is not a Permitted Transferee, except for sales of assets no longer used or useful hereunder. SEMA or any Owner Lessor shall cause each Person to whom SEMA or any Owner Lessor shall sell, assign, lease or otherwise transfer the SEMA Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, (other than in connection with any sale of assets no longer used or useful hereunder) to enter into an agreement assuming the obligations of SEMA or such Owner Lessor hereunder in form and substance satisfactory to SEMA or the Majority of Owner Lessors, as the case may be (accompanied by such opinions of counsel, certificates and other documents as the SEMA and each Owner Lessor shall reasonably request). Upon the execution and delivery of such new agreement by the transferee, assignee or tenant to SEMA or any Owner Lessor, this Agreement shall terminate with respect to SEMA or the Owner Lessor transferring its Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, and such party shall be fully released from all obligations and liabilities hereunder and SEMA and each remaining Owner Lessor shall look solely to such transferee, assignee or tenant for performance of all the terms, covenants and conditions set forth in such new agreement.

Transfers and Assignments. SEMA and each Owner Lessor No Member may ------------------------- transfer assign, transfer, pledge, or assign sell all or any part of its rights under this Agreement Membership Interest to any Person without the consent or approval of the other Party. Subject to the assignment provisions of any Operative Document then in effect, including Section 23.4 of any Facility Lease, SEMA may not assign its obligations under this Agreement to any Personparty (including, without (ilimitation, any other Member) without the consent of the Majority Trading Manager, who may withhold its consent for any or no reason. Any assignee, transferee, purchaser, or pledgee which is permitted to acquire a Membership Interest (pursuant to the required consent by the Trading Manager) shall be admitted to the Company as a substitute Member (each a “Substitute Member”) (no transferee or assignee of Owner Lessorsa Membership Interest shall be recognized which does not itself become a Member) and shall succeed to the Capital Account or portion thereof assigned, which consent transferred, pledged, or sold. No transfer, sale, pledge or assignment of Membership Interests shall be effective or recognized by the Company if such transfer, sale, pledge or assignment would result in the termination of the Company for federal income tax purposes, and any attempted transfer or assignment in violation hereof shall be ineffective to transfer, sale, pledge or assign any such Membership Interests. Any transferee, pledge, purchaser or assignee of Membership Interests who has not been admitted to the Company as a Substituted Member shall not be unreasonably withheldhave any of the rights of a Member, conditioned except that such person shall receive that share of capital and profits and shall have that right of redemption to which his transferor, seller, pledgor or delayed, assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon the Members. No Member shall have any right to approve of any person becoming a Substituted Member. The Member shall bear all costs (iiincluding any attorneys’ and accountants’ fees) the assumption related to such transfer or assignment of his Membership Interests (unless waived in whole or part by the transferee of Trading Manager). In the obligations of SEMA in a manner reasonably satisfactory event that the Trading Manager consents to the Majority admission of Owner Lessorsa Substituted Member pursuant to this Section 5.1, the Trading Manager is hereby authorized to take such actions as may be necessary to reflect such substitution of a Member. No Owner Lessor may assign its obligations under this Agreement to any Person, without Each Substituted Member shall execute and acknowledge such instruments (i) the consent of SEMA, which consent shall not be unreasonably withheld or delayed and (ii) the assumption by the transferee of the obligations of such Owner Lessor in including a manner reasonably satisfactory to SEMA. Neither SEMA nor any Owner Lessor shall (nor shall it permit any other Person tosubscription agreement), without the prior written consent of SEMA or the Majority of Owner Lessors, as the case may be, which consent shall not be unreasonably withheld, sell, assign, lease or otherwise transfer the SEMA Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, to any Person that is not a Permitted Transferee, except for sales of assets no longer used or useful hereunder. SEMA or any Owner Lessor shall cause each Person to whom SEMA or any Owner Lessor shall sell, assign, lease or otherwise transfer the SEMA Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, (other than in connection with any sale of assets no longer used or useful hereunder) to enter into an agreement assuming the obligations of SEMA or such Owner Lessor hereunder in form and substance satisfactory to SEMA or the Majority of Owner LessorsTrading Manager, as the case may Trading Manager deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Member to be (accompanied bound by all terms and provisions of this Agreement. Further, each Substituted Member agrees upon the request of the Trading Manager, to execute such opinions of counsel, certificates and or other documents and perform such acts as the SEMA and each Owner Lessor shall reasonably requestTrading Manager deems appropriate to preserve the limited liability status of the Company after the completion of any assignment, transfer, sale or pledge of a Membership Interest(s). Upon the execution and delivery of such new agreement by the transferee, assignee or tenant to SEMA or any Owner Lessor, this Agreement shall terminate with respect to SEMA or the Owner Lessor transferring its Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, and such party shall be fully released from all obligations and liabilities hereunder and SEMA and each remaining Owner Lessor shall look solely to such transferee, assignee or tenant for performance of all the terms, covenants and conditions set forth in such new agreement.

Transfers and Assignments. SEMA The qualifications and each Owner Lessor may ------------------------- transfer identity of Developer Parties are of particular concern to the community and to NTIFA. Developer Parties recognize that it is because of such qualifications and identity that NTIFA is entering into the Agreement with Developer Parties, and, in so doing, is further willing to accept and rely on the obligations of Developer Parties for the faithful performance of all undertakings and covenants to be performed by Developer Parties without requiring in addition a surety bond or assign its rights under similar undertaking for such performance of all undertakings and covenants in this Agreement Agreement. Prior to any Person completion of the Mixed Use Project and issuance of the Certificate of Completion therefor, Landowner shall not, except as permitted by this Agreement, without the consent or prior written approval of the other Party. Subject to the assignment provisions of any Operative Document then in effect, including Section 23.4 of any Facility Lease, SEMA may not assign its obligations under this Agreement to any Person, without (i) the consent of the Majority of Owner LessorsNTIFA, which consent approvals shall not be unreasonably withheld, conditioned or delayed, and (ii) the assumption by the transferee make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations of SEMA in a manner reasonably satisfactory to the Majority of Owner Lessors. No Owner Lessor may assign its obligations or rights under this Agreement Agreement. Similarly, prior to any Personcompletion of the Anchor Project and issuance of the Certificate of Completion therefor, CC Trust shall not, except as permitted by this Agreement, without (i) the consent prior written approval of SEMANTIFA and Landowner, which consent shall not be unreasonably withheld or delayed and (ii) the assumption by the transferee of the obligations of such Owner Lessor in a manner reasonably satisfactory to SEMA. Neither SEMA nor any Owner Lessor shall (nor shall it permit any other Person to), without the prior written consent of SEMA or the Majority of Owner Lessors, as the case may be, which consent approvals shall not be unreasonably withheld, sellconditioned or delayed, assignmake any total or partial sale, transfer, conveyance, assignment or lease of the Property or otherwise transfer assign any of the SEMA Shared Facilities development obligations or rights under this Agreement. The foregoing restrictions on assignment, transfer, and conveyance shall not apply to and do not require the prior written approval of other Parties for: (a) the partial assignment of the obligations under this Agreement by Landowner, and the assumption of such Owner Lessor's Undivided Interest in obligations by, the Owner Lessor Shared Facilitiesfollowing entities or by single-purpose entities or affiliated entities created by and under common ownership or management of the following entities: (i) RDC Development Holdings, as the case may be, to any Person that is not a Permitted Transferee, except for sales of assets no longer used or useful hereunder. SEMA or any Owner Lessor shall cause each Person to whom SEMA or any Owner Lessor shall sell, assign, lease or otherwise transfer the SEMA Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, LLC; or (other than ii) LPC Commercial Investments LLC. (b) in connection with the partial assignment and assumption in subsection (a) above, the sale, transfer, conveyance or lease of a portion of the Property to the following entities or by single-purpose entities or affiliated entities created by and under common ownership or management of the following entities: (i) RDC Development Holdings, LLC; or (ii) LPC Commercial Investments LLC. (c) the collateral assignment by CC Trust of its right to receive Public Assistance payments to a trustee bank or financial institution necessary to secure indebtedness to any sale of assets no longer used construction or useful hereunder) to enter into an agreement assuming the obligations of SEMA permanent lender or such Owner Lessor hereunder in form and substance satisfactory to SEMA or the Majority of Owner Lessors, as the case may be (accompanied by such opinions of counsel, certificates and other documents as the SEMA and each Owner Lessor shall reasonably request). Upon the execution and delivery of such new agreement by the transferee, assignee or tenant to SEMA or any Owner Lessor, this Agreement shall terminate debtholder with respect to SEMA the Anchor Project; (d) any mortgage lien or security interest granted by either Developer Party or any assignee of Developer Parties to secure indebtedness to any construction or permanent lender with respect to the Owner Lessor transferring its Undivided Interest in the Owner Lessor Shared Facilities, as the case may beProject or any phase or component thereof, and any assignment, transfer, or conveyance effectuated pursuant to any Project capital provider’s exercise of remedies on account of such party shall be fully released from all obligations and liabilities hereunder and SEMA and each remaining Owner Lessor shall look solely mortgage lien or security interest; and (e) the rental, leasing, easement granting, or other routine operational grants of portions of the Property by Developer Parties for any uses contemplated for the Project; and (f) any transfer of any component of the Project after a Certificate of Completion has been granted by NTIFA with respect to such transferee, assignee or tenant for performance of all the terms, covenants and conditions set forth in such new agreementcomponent.

Transfers and Assignments. SEMA and each The Owner Lessor may ------------------------- not assign or otherwise transfer or assign its rights or obligations under this Agreement to any Person without the consent or approval except as part of the other Party. Subject Owner Lessor's transfer of the Owner Lessor's Interest pursuant to the assignment provisions of any Operative Document then in effect, including Section 23.4 of any Facility Lease, SEMA Documents. The Company may not assign or otherwise transfer its rights or obligations under this Agreement to any Person, without (i) except that the consent Company may transfer or assign its rights and obligations hereunder in whole or in part to an Additional Owner or to a Lessee Transferee in accordance with Section 13.2 of the Majority of Owner Lessors, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) the assumption by the transferee of the obligations of SEMA in a manner reasonably satisfactory to the Majority of Owner Lessors. No Owner Lessor may assign its obligations under this Agreement to any Person, without (i) the consent of SEMA, which consent shall not be unreasonably withheld or delayed and (ii) the assumption by the transferee of the obligations of such Owner Lessor in a manner reasonably satisfactory to SEMAParticipation Agreement. Neither SEMA the Company nor any the Owner Lessor shall (nor shall it permit any other Person within its control to), without the prior written consent of SEMA the Company or the Majority of Owner LessorsLessor, as the case may be, which consent shall not be unreasonably withheld, sell, assign, lease or otherwise transfer the SEMA Company Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, to any Person that is not a Permitted Transferee, except for sales of assets no longer used or useful hereunder. SEMA The Company or any the Owner Lessor Lessor, as applicable, shall cause each Person to whom SEMA the Company or any the Owner Lessor shall sell, assign, lease or otherwise transfer the SEMA Company Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, (other than in connection with any sale of assets no longer used or useful hereunder) to enter into an agreement assuming the obligations of SEMA the Company or such the Owner Lessor hereunder hereunder, as applicable, in form and substance satisfactory to SEMA the Company or the Majority of Owner LessorsLessor, as the case may be (accompanied by such opinions of counsel, certificates and other documents as the SEMA Company and each the Owner Lessor shall reasonably request). Upon the execution and delivery of such new agreement by the transferee, assignee or tenant to SEMA the Company or any the Owner Lessor, this Agreement shall terminate with respect to SEMA the Company or the Owner Lessor transferring its Undivided Interest in the Owner Lessor Shared FacilitiesLessor, as the case may be, and such party shall be fully released from all obligations and liabilities hereunder hereunder; provided, that in the case of a partial assignment or transfer to an Additional Owner, such termination and SEMA such release shall be applicable only to the rights and each remaining Owner Lessor shall look solely to such transferee, assignee obligations assigned or tenant for performance of all the terms, covenants and conditions set forth in such new agreementtransferred.

Transfers and Assignments. SEMA and each Owner Lessor may ------------------------- transfer or assign its rights under (a) Except as otherwise provided for in this Section 13.06, this Agreement to any Person without the consent or approval of the other Party. Subject to the assignment provisions of any Operative Document then in effect, including Section 23.4 of any Facility Lease, SEMA may not assign its obligations under this Agreement to be transferred or assigned by any Person, Party without (i) the written consent of the Majority of Owner Lessors, which consent shall not be unreasonably withheld, conditioned or delayed, other Parties and (ii) the assumption by written agreement of the transferee or assignee whereby such transferee or assignee expressly assumes and agrees to perform each and every obligation of the obligations transferor or assignor under this Agreement. Any transfer or assignment in violation of SEMA in a manner reasonably satisfactory this Section 13.06 shall be null and void. (b) Subject to the Majority delivery of Owner Lessorsa Notice to Operator at least thirty (30) days prior to the effective date of such assignment, Owners may, without Operator’s consent, assign this Agreement to a Lender or Lenders as security under a financing of BSP II. So long as any such assignment, or any consolidation, modification or extension of any such assignment, shall remain outstanding, the following provisions shall apply: (i) Operator shall, upon delivery to Owners of any Notice of an Owners Event of Default, also deliver a copy of such Notice to each assignee. No Owner Lessor may assign its Notice of an Owners Event of Default shall be deemed to have been delivered unless and until a copy thereof shall have also been delivered to each assignee. From and after the date that such Notice has been delivered to an assignee, such assignee shall have the same period for cure or commencing cure of any alleged breach or default as is given to Owners in Big Stone II Power Plant June 30, 2005 accordance with this Agreement. Operator shall accept such performance by or on behalf of such assignee as if the same had been done by Owners. (ii) The making of such assignment shall not be deemed to constitute an assignment or transfer of this Agreement, nor shall any such assignee be deemed to be an assignee or transferee of this Agreement so as to require such assignee to assume the performance of any of Owners’ obligations under this Agreement, but the purchaser at any sale of this Agreement in any proceedings for the foreclosure of any assignment, or the assignee or transferee of this Agreement under any instrument of assignment or transfer in lieu of the foreclosure of any assignment, shall be deemed to be an assignee or transferee and as such shall be deemed to have agreed to perform all of Owners’ obligations under this Agreement from and after the date of such purchase and assignment. (iii) Notwithstanding any other provision of this Agreement, any sale of this Agreement in any proceeding for the foreclosure of any assignment, or the assignment or transfer of this Agreement in lieu of the foreclosure of any assignment shall be deemed to be a permitted sale, transfer or assignment of this Agreement, and this Agreement shall continue in full force and effect following any Personsuch sale, without transfer or assignment; provided that such transferee demonstrates to Operator’s reasonable satisfaction that it has the capability to fulfill Owners’ obligations under this Agreement. (c) The Parties further agree that the Party whose consent to a transfer or assignment has been requested shall: (i) respond in writing not later than thirty (30) days after receiving the consent of SEMA, which consent shall not be unreasonably withheld or delayed and other Party’s request; (ii) provide to the assumption other Party, at its own cost and expense, any documentation, including estoppel statements, reasonably requested by the transferee of the obligations of such Owner Lessor in a manner reasonably satisfactory to SEMA. Neither SEMA nor other Party; (iii) forego (1) any Owner Lessor shall (nor shall it permit reimbursement for any other Person to)cost or expense, without the prior written consent of SEMA including attorney’s fees, that such Party, its Affiliates or the Majority of Owner Lessors, as the case may be, which consent shall not be unreasonably withheld, sell, assign, lease its partners incurs directly or otherwise transfer the SEMA Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, to any Person that is not a Permitted Transferee, except for sales of assets no longer used or useful hereunder. SEMA or any Owner Lessor shall cause each Person to whom SEMA or any Owner Lessor shall sell, assign, lease or otherwise transfer the SEMA Shared Facilities or such Owner Lessor's Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, (other than indirectly in connection with responding to, granting or denying the other Party’s request and (2) any sale financial consideration of assets no longer used any kind whatsoever for itself, its Affiliates or useful hereunderits partners as a fee or other compensation for responding to, granting or denying the other Party’s request; and (iv) to enter into an agreement assuming the obligations of SEMA or such Owner Lessor hereunder in form and substance satisfactory to SEMA or the Majority of Owner Lessors, as the case may be (accompanied by such opinions of counsel, certificates and other documents as the SEMA and each Owner Lessor shall reasonably request). Upon the execution and delivery of such new agreement by the transferee, assignee or tenant to SEMA or any Owner Lessor, this Agreement shall terminate with respect to SEMA or the Owner Lessor transferring not unreasonably withhold its Undivided Interest in the Owner Lessor Shared Facilities, as the case may be, and such party shall be fully released from all obligations and liabilities hereunder and SEMA and each remaining Owner Lessor shall look solely to such transferee, assignee or tenant for performance of all the terms, covenants and conditions set forth in such new agreementconsent.