Limitations on Assignment. Except as specifically provided in Section 22.02 hereof, this Agreement may not be assigned or otherwise transferred by any of the Parties without the express prior written consent of the ISO Board which consent shall not be unreasonably withheld or delayed. Any person to which an assignment or transfer is made shall be required to demonstrate, to the reasonable satisfaction of the ISO Board, that it is capable of fulfilling the requirements of this Agreement, and such assignee shall pay all costs and expenses, including reasonable attorney fees, in connection with such assignment. Unless otherwise expressly provided in a written instrument approved by the ISO Board in connection with the consummation of such assignment or transfer, any such assignment or other transfer by a Party of any of its rights and obligations under this Agreement shall not release, or in any way modify, the assigning or transferring party’s liability for the performance of its obligations hereunder.
Limitations on Assignment. Financing Provider acknowledges and confirms that, notwithstanding any provision to the contrary under applicable law or in any Financing Document executed by Seller, Financing Provider shall not assume, sell or otherwise dispose of the Assigned Agreement (whether by foreclosure sale, conveyance in lieu of foreclosure or otherwise) unless, on or before the date of any such assumption, sale or disposition, Financing Provider or any third party, as the case may be, assuming, purchasing or otherwise acquiring the Assigned Agreement (a) cures any and all defaults of Seller under the Assigned Agreement which are capable of being cured and which are not personal to the Seller, (b) executes and delivers to PG&E a written assumption of all of Seller’s rights and obligations under the Assigned Agreement in form and substance reasonably satisfactory to PG&E, (c) otherwise satisfies and complies with all requirements of the Assigned Agreement, (d) provides such tax and enforceability assurance as PG&E may reasonably request, and (e) is a Permitted Transferee (as defined below). Financing Provider further acknowledges that the assignment of the Assigned Agreement and the Assigned Agreement Accounts is for security purposes only and that Financing Provider has no rights under the Assigned Agreement or the Assigned Agreement Accounts to enforce the provisions of the Assigned Agreement or the Assigned Agreement Accounts unless and until an event of default has occurred and is continuing under the Financing Documents between Seller and Financing Provider (a “Financing Default”), in which case Financing Provider shall be entitled to all of the rights and benefits and subject to all of the obligations which Seller then has or may have under the Assigned Agreement to the same extent and in the same manner as if Financing Provider were an original party to the Assigned Agreement.
Limitations on Assignment. In entering into this Agreement, the Company is relying on the unique personal services of Executive; services from another person will not be an acceptable substitute. Except as provided in this Agreement, Executive may not assign this Agreement or any of the rights or obligations set forth in this Agreement without the explicit written consent of the Company. Any attempted assignment by Executive in violation of this Section 12(b) shall be void. Except as provided in this Agreement, nothing in this Agreement entitles any person other than the parties to the Agreement to any claim, cause of action, remedy, or right of any kind, including, without limitation, the right of continued employment.
Limitations on Assignment. Borrower may not assign this Agreement or the monies due thereunder without the prior written consent of the Lenders in each instance, but in such event Lenders may nevertheless at their option make the Loan under this Agreement to Borrower or to those who succeed to the title of Borrower and all sums so advanced by Lenders shall be deemed a Loan Advance under this Agreement and not to be modifications thereof and shall be secured by all of the Collateral given at any time in connection herewith.
Limitations on Assignment. In entering into this Agreement, the Company is relying on the unique personal services of Consultant; services from another person will not be an acceptable substitute. Except as provided in this Agreement, Consultant may not assign this Agreement or any of the rights or obligations set forth in this Agreement without the explicit written consent of the Company. Any attempted assignment by Consultant in violation of this Section 12(b) shall be void. Except as provided in this Agreement, nothing in this Agreement entitles any person other than the parties to this Agreement to any claim, cause of action, remedy, or right of any kind, including, without limitation, the right of employment.
Limitations on Assignment. Licensee shall not assign its rights or obligations under this Agreement, nor any part of such rights or obligations, without the prior written consent of District, which consent shall not be unreasonably withheld. Licensee shall furnish District with prior written notice of the transfer or assignment, together with the name and address of the transferee or assignee. It shall be unreasonable for District to withhold consent without cause to an assignment of all of Licensee’s interests in this Agreement to its Affiliate.
Limitations on Assignment of Project by Project Co
(a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement;
(b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or
(c) otherwise:
(1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, and
(2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), 16.1(b) or 16.1(c) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.
Limitations on Assignment. This Agreement shall not be assigned by either Party to a third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except to: a Subsidiary of a Party, or a successor to the business of such Party to which this Agreement relates, or a successor to all or substantially all of the assets of such Party, provided that the successor agrees in writing to accept the rights and to be bound by the obligations of the assigning Party, any other assignment being void.
Limitations on Assignment. Licensee shall not assign its privileges or obligations under this Agreement, nor any part of such privileges or obligations, without the prior written consent of CPS Energy, which consent shall not be unreasonably withheld, conditioned, or delayed.
Limitations on Assignment. No Member may assign any Membership Interest (or any portion thereof or interest therein), and no Person shall become a Member, unless in the opinion of counsel selected by or acceptable to the Members Committee, such action will not subject the Company to federal income taxation as an association taxable as a corporation or violate applicable state or federal securities laws. Any attempted action in contravention of this Section 17(b) shall be void and of no force or effect. The Company may redeem the Membership Interest of any Member upon the written consent of all Members, which consent may be granted or withheld in the sole and absolute discretion of each Member whose consent is required hereby, and if there would be only one Member remaining, then, in the sole discretion of the one Member remaining, upon the admission of one or more additional Members.
