Common use of Assignment by User Clause in Contracts

Assignment by User. (a) Subject to clauses 33.2(c) and 33.3(a), User may assign all of its rights under this Agreement, or an undivided interest in all of its rights under this Agreement, in each case with the prior written consent of Service Provider (which consent will not be unreasonably withheld). (b) Without limiting the generality of clause 33.2(a), Service Provider will be entitled to withhold its consent if: (i) User is in default of this Agreement (and the default has not been waived by Service Provider); or (ii) Service Provider is not reasonably satisfied as to the ability of the assignee to meet all of the obligations of User under this Agreement. (c) An assignment by User will be conditional upon, and will not be binding until: (i) the execution by the assignee of a deed of covenant in favour of Service Provider agreeing to be bound by this Agreement which deed must be in a form reasonably acceptable to Service Provider; and (ii) the reimbursement by the assignee of Service Provider's costs (including its legal costs) reasonably incurred in assessing whether the assignee will be able to meet all of the obligations of User under this Agreement and in connection with its review and negotiation of the deed of covenant referred to in clause 33.2(c)(i). (d) Where User has made an assignment under clause 33.2(a), User will be released from its obligations under this Agreement (other than accrued obligations) to the extent of the assignment and as from the date of assignment.