Common use of Without Prior Consent to Affiliates Clause in Contracts

Without Prior Consent to Affiliates. Seller may novate or assign this Agreement in its entirety (but not in part), for the remainder of the Term, without Buyer’s prior consent, to an Affiliate of Seller, provided that: (a) such Affiliate assignee assumes all of the obligations of Seller under this Agreement commencing as of the date of the novation or assignment by execution of a copy of this Agreement in its own name (countersigned by Buyer) or by execution of a binding assignment and assumption agreement which is reasonably acceptable in form and substance to, and enforceable by, Buyer; (b) performance of this Agreement by Buyer with such Affiliate assignee would comply with Applicable Laws and all relevant Approvals; (c) such Affiliate assignee is the purchaser or transferee of the Driftwood LNG Terminal; (d) such Affiliate assignee has satisfactorily cleared Buyer’s know-your-customer process, which shall be carried out in a manner consistent with international standards (such clearance not to be unreasonably withheld or delayed by Buyer); and (e) such Affiliate assignee or its Affiliates will have all Approvals and export authorizations equivalent to the Export Authorizations to the extent needed to perform Seller’s obligations under this Agreement. Any failure to satisfy the requirements under Sections 21.3.2(a) to (e) shall render such novation or assignment void and unenforceable.

Without Prior Consent to Affiliates. Seller may novate or assign this Agreement in its entirety (but not in part), for the remainder of the Term, without Buyer’s prior consent, to an Affiliate of Seller, provided that: (a) such Affiliate assignee assumes all of the obligations of Seller under this Agreement commencing as of the date of the novation or assignment by execution of a copy of this Agreement in its own name (countersigned by Buyer) or by execution of a binding assignment and assumption agreement which is reasonably acceptable in form and substance to, and enforceable by, Buyer; (b) performance of this Agreement by Buyer with such Affiliate assignee would comply with Applicable Laws and all relevant Approvals; (c) such Affiliate assignee is the purchaser or transferee of the Driftwood LNG Terminal; (dc) such Affiliate assignee has satisfactorily cleared Buyer’s know-your-customer process, which shall be carried out in a manner consistent with international standards (such clearance not to be unreasonably withheld or delayed by Buyer); and; (ed) such Affiliate assignee or its Affiliates will have all Approvals and export authorizations equivalent to the Export Authorizations to the extent needed to perform Seller’s obligations under this Agreement; and (e) performance of this Agreement by Buyer with such Affiliate assignee would comply with Applicable Laws and all relevant Approvals. Any failure to satisfy the requirements under Sections 21.3.2(a‎21.3.2(a) to (e‎(e) shall render such novation or assignment void and unenforceable.

Without Prior Consent to Affiliates. Seller may novate or assign this Agreement in its entirety (but not in part)entirety, for the remainder of the Term, without Buyer’s prior consent, to an Affiliate of Seller, provided thatif: (a) following the effective date of such assignment, the Guaranty in favor of Buyer remains in full force and effect in respect of the Affiliate assignee’s obligations hereunder and Buyer has received confirmation in respect thereof from the provider of such Guaranty; (b) such Affiliate assignee either (i) owns the entire Tilbury Facility or (ii) has the necessary contractual rights to produce and deliver LNG to Buyer in the quantities and in accordance with the terms set forth herein, and in either case, has reserved the Build-Up Quantity and ACQ exclusively for providing LNG to Buyer in accordance with the terms of this Agreement; (c) such Affiliate assignee assumes all of the obligations of Seller under this Agreement commencing as of the date of the novation or the assignment by execution of a copy of this Agreement in its own name (countersigned by Buyer) or by execution of a binding assignment and assumption agreement which is reasonably acceptable in form and substance to, and enforceable by, Buyer;; and (bd) performance of this Agreement by Buyer with such Affiliate assignee would comply with Applicable Laws and all relevant Approvals; (c) such Affiliate assignee is the purchaser or transferee of the Driftwood LNG Terminal; (d) such Affiliate assignee has satisfactorily cleared Buyer’s know-your-customer process, which shall be carried out in a manner consistent with international standards (such clearance not to be unreasonably withheld or delayed by Buyer); and (e) such Affiliate assignee or its Affiliates will have all Approvals and export authorizations equivalent to the Export Authorizations to the extent needed to perform Seller’s obligations under this Agreement. Any failure to satisfy the requirements under Sections 21.3.2(a) to (e) shall render such novation or assignment void and unenforceable.