Common use of Assignment by Payor Clause in Contracts

Assignment by Payor. (a) The Payor may not transfer, sell, assign or otherwise dispose of all or any portion of its interest in the Concessions or the Area of Interest until the acquirer of such interest has delivered to the Royalty Holder, an agreement in which the acquirer agrees to be bound, as the Payor with respect to the acquired interest, by all of the terms and conditions of this Agreement; (b) The Payor may assign, transfer or otherwise convey this Agreement in its entirety in connection with (and only in connection with) any assignment or conveyance of the Concessions and the Area of Interest, whether directly or indirectly, without the prior written consent of the Royalty Holder, but at all times in strict compliance with the provisions of Section 8.5(a). (c) The Payor may, at any time and from time to time, transfer or otherwise convey all (but not less than all) of its rights and obligations under this Agreement in connection with the amalgamation, combination, merger, or similar transaction between the Payor and one or more of its Affiliates without the prior written consent of the Royalty Holder; provided, however, that no such transfer or conveyance shall be effective unless: (i) within a period of two Business Days after such transfer or conveyance, the Payor delivers to the Royalty Holder a certified copy of the instrument evidencing the amalgamation, combination, merger or similar transaction between the Payor and one or more of its Affiliates that results in a change in the ownership in the Concessions and the Area of Interest; and (ii) the transferee has executed and delivered to the Royalty Holder within a period of two Business Days after such transfer or conveyance an instrument pursuant to which the transferee agrees to be bound by the terms hereof and by all of the liabilities and obligations of the transferor hereunder in the same manner and to the same extent as though the transferee was an original party hereto.

Assignment by Payor. (a) The Payor may not transfer, sell, assign or otherwise dispose of all or any portion of its interest in the Concessions or the Area of Interest until the acquirer of such interest has delivered to the Royalty Holder, an agreement in which the acquirer agrees to be bound, as the Payor with respect to the acquired interest, by all of the terms and conditions of this Agreement; (b) The Payor may assign, transfer or otherwise convey this Agreement in its entirety in connection with (and only in connection with) any assignment or conveyance of the Concessions and the Area of InterestConcessions, whether directly or indirectly, without the prior written consent of the Royalty Holder, but at all times in strict compliance with the provisions of Section 8.5(a). (c) The Payor may, at any time and from time to time, transfer or otherwise convey all (but not less than all) of its rights and obligations under this Agreement in connection with the amalgamation, combination, merger, or similar transaction between the Payor and one or more of its Affiliates without the prior written consent of the Royalty Holder; provided, however, that no such transfer or conveyance shall be effective unless: (i) within a period of two Business Days after such transfer or conveyance, the Payor delivers to the Royalty Holder a certified copy of the instrument evidencing the amalgamation, combination, merger or similar transaction between the Payor and one or more of its Affiliates that results in a change in the ownership in the Concessions and the Area of InterestConcessions; and (ii) the transferee has executed and delivered to the Royalty Holder within a period of two Business Days after such transfer or conveyance an instrument pursuant to which the transferee agrees to be bound by the terms hereof and by all of the liabilities and obligations of the transferor hereunder in the same manner and to the same extent as though the transferee was an original party hereto.