Assignment by the Access Holder Clause Samples
The "Assignment by the Access Holder" clause defines the conditions under which the party granted access rights (the Access Holder) may transfer or assign those rights to another party. Typically, this clause outlines whether assignment is permitted, if prior written consent from the original grantor is required, and any exceptions or limitations that apply. For example, it may prohibit assignment altogether or allow it only in connection with a merger or sale of the Access Holder's business. The core function of this clause is to control and restrict the transferability of access rights, thereby protecting the interests of the original grantor and ensuring that only approved parties can benefit from the agreement.
Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the Access Holder shall not Assign its rights or obligations, or any part thereof, under this Agreement without the prior written consent of QR Network, which consent may not be unreasonably withheld.
(b) The Access Holder may, provided it is not in default in the performance or observance of any of its obligations under this Agreement, Assign the whole of its rights and obligations under this Agreement to:
(i) a Related Body Corporate of the Access Holder which is capable of performing the obligations of the Access Holder under this Agreement provided that the Access Holder shall remain liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that performance by the Assignee will pro tanto discharge the Access Holder from liability for performance of those duties, responsibilities and obligations that are Assigned; or
(ii) a person other than a Related Body Corporate of the Access Holder with the prior written consent of QR Network, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person:
(A) is financially sound; and
(B) is otherwise capable of performing the obligations of the Access Holder under this Agreement.
(c) Any Assignment by the Access Holder of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with QR Network by deed, in such terms as QR Network may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement.
(d) Except where the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreement.
(e) The Access Holder shall not:
(i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder;
(ii) deal with any beneficial interest in any such share or shares;
(iii) issue any new share or shares; or
(iv) take or attempt to take any action having the effect:
(A) of altering the control of the Access Holder; or
(B) that the shareholders of the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,
Assignment by the Access Holder.
(a) The Access Holder may not Assign its rights or obligations under this Agreement other than in accordance with this clause 33.2.
(b) The Access Holder may, provided it is not in default in the performance or observance of any of its obligations under this Agreement, Assign the whole or any part of its rights and obligations under this Agreement to:
(i) a Related Body Corporate of the Access Holder which is capable of performing the obligations of the Access Holder under this Agreement, provided that:
(A) the Access Holder remains liable for the performance of the duties, responsibilities and obligations assumed by the Assignee; and
(B) the performance by the Assignee will (to the extent of such performance) discharge the Access Holder’s liability for the performance of the duties, responsibilities and obligations Assigned; or
(ii) a person other than a Related Body Corporate of the Access Holder with the prior written consent of Aurizon Network, provided that such consent will not be unreasonably withheld if Aurizon Network is satisfied that such person is:
(A) financially sound; and
(B) otherwise capable of performing the obligations of the Access Holder under this Agreement.
Assignment by the Access Holder. (a) The Access Holder may not Assign its rights or obligations under this Agreement other than in accordance with this clause 29.2.
(b) The Access Holder may, provided it is not in default in the performance or observance of any of its obligations under this Agreement, Assign the whole or any part of its rights and obligations under this Agreement to:
Assignment by the Access Holder. (a) The Access Holder may only Assign all or part of its rights and obligations under this agreement in accordance with this clause 22.2.
(b) The Access Holder may, provided it is not in material default in the performance or observance of any of its obligations under this agreement, Assign the whole of its rights and obligations under this agreement to:
(i) subject to clause 22.2(c), a Related Party who is capable of performing the obligations of the Access Holder under this agreement; or
(ii) a person who is not a Related Party with the prior written consent of Queensland Rail provided that such consent will not be unreasonably withheld:
(A) if Queensland Rail is satisfied (acting reasonably) that such person:
(1) has the financial resources and capability to perform the Access Holder’s obligations under this agreement; and
(2) is otherwise capable of performing the Access Holder’s obligations under this agreement
(c) Where clause 22.2