Common use of Assignment by the Operator Clause in Contracts

Assignment by the Operator. 13.1.1 With the modifications in clauses 13.1.5, 13.1.6 and 13.1.7, the Operator shall not be entitled to assign or transfer any obligations or rights under the Contract to any other party without the prior written approval of the DEA. The DEA’s approval shall not be unreasonably withheld. 13.1.2 Assignment shall also include any form of assignment where the legal entity of the Operator is changed. Assignment shall thus also include, but not limited to, any corporate restructuring, such as merger and demerger, where the legal entity of the Operator is changed. 13.1.3 Approval will only be granted where such assignment can take place without the risk of breach of the public procurement rules and where no material circumstances otherwise prevent such assign- ment. 13.1.4 If assignment takes place without the DEA’s consent, this shall be deemed to be material breach entitling the DEA to terminate the Contract for cause, see clause 15.5. 13.1.5 The Operator shall be entitled to transfer its obligations and rights under the Contract (in whole, not in part) to an entity which is controlled by or is under common control with the Operator and is established for the purpose of performing the CCS Activities (the Special Purpose Vehicle, “SPV”) on the following terms:‌ a) The Operator shall put at the SPV’s disposal its technical and professional resources and shall ensure that the technical and professional resources of its Sub-Suppliers, including but not limited to any entity on which the Operator relied for prequalification with respect to technical and professional capacity, are also put at the disposal of the SPV and thereby ensure that the SPV will have, as a minimum, the same technical and professional capacity as the Operator has at its disposal; b) The Operator shall assume joint and several liability with the SPV for the performance of the Contract and shall ensure that any entity on which the Operator relied for prequalification with respect to economic and financial capacity assumes joint and several liability with the SPV for the performance of the Contract on the same terms as set out in clause 16.2; c) The transfer shall have no impact on any of the Operator’s obligations under the Contract and shall not in any other way be detrimental to the proper performance of the Contract; d) The Operator shall warrant that the terms in items a) – c) above are fulfilled prior to the transfer of its obligations and rights; and e) The transfer shall require the DEA’s prior written confirmation that the DEA is satisfied that the terms in items a) – d) above are met and the Operator shall be obliged to provide any documentation that the DEA may reasonably require to verify that the terms are met. 13.1.6 Subject to the terms in clause 13.1.7, the Operator shall be entitled to transfer its obligations and rights under the Contract (in whole, not in part) to an entity which is controlled by, controls or is under common control with the Operator if the transfer is made due to an amendment of Danish‌ energy supply legislation regarding the organisation of CCS or an amendment of other Danish legislation that affects the organisation of CCS, including but not limited to the following situations: I. Where the Operator, who is a municipally owned entity or is owned by a municipally owned entity, may participate in carbon capture as part of its main activities in the same legal entity as was prequalified and awarded the Contract in the tender process or a limited liability company established in accordance with item II below; or II. Where the Operator, who is a partnership (in Danish: “interessentskab”) owned by munici- palities, is reorganised into a limited liability company (in Danish: “kapitalselskab”). 13.1.7 Transfer as provided for in clause 13.1.6 shall be subject to the following terms:‌ a) The transfer shall have no impact on any of the Operator’s obligations under the Contract and shall not in any other way be detrimental to the proper performance of the Contract; b) The Operator shall warrant that the term in item a) above is fulfilled prior to the transfer of its obligations and rights; and c) The transfer shall require the DEA’s prior written confirmation that the DEA is satisfied that the terms in items a) – b) above and prerequisites in clause 13.1.6 are met and the Operator shall be obliged to provide any documentation that the DEA may reasonably require to verify that the terms and prerequisites are met.

Assignment by the Operator. 13.1.1 17.1.1 With the modifications in clauses 13.1.517.1.3 and 17.1.4, 13.1.6 and 13.1.7, the Operator shall not be entitled to assign assign, novate or otherwise transfer (in Danish: “enhver form for overdragelse”) any obligations or rights under the Contract to any other party without the prior written approval of the DEA. The DEA’s approval shall not be unreasonably withheld. Approval will only be granted where such transfer can take place without the risk of breach of the principles of the public procurement rules and where no material circumstances otherwise prevent such transfer. 13.1.2 Assignment 17.1.2 Transfer shall also include any form of assignment transfer where the legal entity of the Operator is changed. Assignment Transfer shall thus also include, but not limited to, any corporate restructuring, such as merger and demerger, where the legal entity of the Operator is changed. Reference is made, however, to clause 17.1.3. 13.1.3 Approval will only be granted where such assignment can take place without the risk of breach of the public procurement rules and where no material circumstances otherwise prevent such assign- ment. 13.1.4 If assignment takes place without the DEA’s consent, this shall be deemed to be material breach entitling the DEA to terminate the Contract for cause, see clause 15.5. 13.1.5 17.1.3 The Operator shall be entitled to transfer its obligations and rights under the Contract (in whole, not in part) to an entity which is controlled by or is under common control with the Operator and is established for the purpose of performing the CCS Activities (the Special Purpose Vehicle, “SPV”) on the following terms:‌ a) The Operator shall put at the SPV’s disposal its technical and professional resources and shall ensure that the technical and professional resources of its Sub-Suppliers, including but not limited to any entity on which the Operator relied for prequalification with respect to technical and professional capacity, are also put at the disposal of the SPV and thereby ensure that the SPV will have, as a minimum, the same technical and professional capacity as the Operator has at its disposal; b) The Operator shall assume joint and several liability with the SPV for the performance of the Contract and shall ensure that any entity on which the Operator relied for prequalification with respect to economic and financial capacity assumes joint and several liability with the SPV for the performance of the Contract on the same terms as set out in clause 16.2; c) The transfer shall have no impact on any of the Operator’s obligations under the Contract and shall not in any other way be detrimental to the proper performance of the Contract; d) The Operator shall warrant that the terms in items a) – c) above are fulfilled prior to the transfer of its obligations and rights; and e) The transfer shall require the DEA’s prior written confirmation that the DEA is satisfied that the terms in items a) – d) above are met and the Operator shall be obliged to provide any documentation that the DEA may reasonably require to verify that the terms are met. 13.1.6 Subject to the terms in clause 13.1.7, the Operator shall be entitled to transfer its obligations and rights under the Contract (in whole, not in part) to an entity which is controlled by, controls or is under common control with the Operator if the transfer is made due to an amendment of Danish‌ energy supply legislation regarding the organisation of CCS or an amendment of other Danish legislation that affects the organisation of CCS, including but not limited to on the following situationsterms: I. Where a) The Operator shall put at the Operator, who is a municipally owned entity or is owned by a municipally owned entity, may participate in carbon capture as part ’s disposal its technical and professional resources and shall ensure that the technical and professional resources of its main activities in Sub-Suppliers are also put at the disposal of the entity and thereby ensure that the entity will have, as a minimum, the same legal entity technical and professional resources as was prequalified and awarded the Contract in the tender process or a limited liability company established in accordance with item II below; orOperator has at its disposal; II. Where the Operator, who is a partnership (in Danish: “interessentskab”) owned by munici- palities, is reorganised into a limited liability company (in Danish: “kapitalselskab”). 13.1.7 Transfer as provided for in clause 13.1.6 shall be subject to the following terms:‌ ab) The transfer shall have no impact on any of the (new) Operator’s obligations under the Contract and shall not in any other way be detrimental to the proper performance of the Contract. For the avoidance of doubt, this also entails that the (new) Operator shall provide a Performance and Warranty Guarantee in accordance with clause 12 prior to the DEA’s written confirmation as set out in item d); bc) The Operator shall warrant that the term terms in item items a) – b) above is are fulfilled prior to the transfer of its obligations and rights; and cd) The transfer shall require the DEA’s prior written confirmation that the DEA is satisfied that the terms in items a) – bc) above and prerequisites in clause 13.1.6 are met and the Operator shall be obliged to provide any documentation that the DEA may reasonably require to verify that the terms and prerequisites are met. The DEA’s confirmation shall be provided without undue delay if the DEA is satisfied that the requirements in items a) – c) are met. 17.1.4 Subject to the terms in clause 17.1.3, items a) – d), the Operator shall be entitled to transfer its obligations and rights under the Contract (in whole, not in part) to an another legal entity, including corporate restructuring such as merger and demerger, due to amendment of Danish energy supply legislation regarding the organisation of CCS or an amendment of other Danish legislation that affects the organisation of CCS.