Common use of Assignment Generally Clause in Contracts

Assignment Generally. Each Party hereunder shall be entitled to assign all of its rights and obligations under this Agreement with the prior written consent of the other Party, in each case which consent shall not be unreasonably withheld by the non-assigning Party; provided that any Buyer Party shall not be obligated to seek the consent of Seller to effect an assignment of its rights and interests under this Agreement in connection with a sale by a given Buyer Party or its Affiliates of any Downstream Facilities, so long as the transferee (a) executes a written assumption of such Buyer Party’s obligations hereunder with respect to the rights or obligations assigned in a form reasonably satisfactory to Seller and delivers such written assumption to Seller promptly after the effective date of such assignment, and (b) is, in Seller’s good faith determination, financially and operationally capable of fulfilling such obligations so assigned and assumed. With respect to any such assignment of a Buyer Party’s rights and interests under this Agreement, the Parties shall execute and deliver additional documents and instruments and perform additional acts as may be necessary or appropriate to give effect to such partial assignment. No assignment hereunder shall release the assigning Party from any of its obligations under this Agreement except to the extent expressly agreed in writing by each other Party. Any purported assignment of this Agreement in violation of this Section 15.1 is null and void ab initio.