Consents to Assignment Clause Samples

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. The parties shall use commercially reasonable efforts to obtain any third party consents necessary for the assignment of any Station Contract (which shall not require any payment to any such third party). To the extent that any Station Contract may not be assigned without the consent of any third party, and such consent is not obtained prior to Closing, this Agreement and any assignment executed pursuant hereto shall not constitute an assignment thereof, but to the extent permitted by law shall constitute an equitable assignment by Seller and assumption by Buyer of Seller's rights and obligations under the applicable Station Contract, with Seller making available to Buyer the benefits thereof and Buyer performing the obligations thereunder on Seller's behalf.

Consents to Assignment. The Leases and Surface Agreements subject to a consent to assign are listed on Schedule 4.07. All other Contracts subject to a consent to assign are listed on Schedule 4.07A. The consents to assignment listed on Schedule 4.07A shall be governed solely by Section 7.05 below: (a) Certain of the Leases and Surface Agreements listed on Schedule 4.07 provide, in words or substance, that any assignment of such instrument without the consent holder’s approval shall be null and void and/or constitute a breach of such instruments (“Hard Consents”). Certain other of the Leases and Surface Agreements listed in Schedule 4.07 provide, in words or substance, that any assignment of such instrument shall be made only with consent holder’s approval, which consent may not be unreasonably withheld (“Soft Consents”). (b) Promptly after the execution of this Agreement, Seller shall send to each consent holder identified on Schedule 4.07 a request that each such holder consent to the assignment of his, her, their or its instrument to Buyer. Except for out-of-pocket costs incurred to send and monitor the return of these consents to assignment, Seller shall have no obligation to pay any consideration necessary to obtain any consent. (c) If the consent to assignment by the holder of any Hard Consent or Soft Consent is properly and timely denied prior to the Closing, the affected Asset shall be retained by Seller, and the Purchase Price shall be reduced by the Allocated Value of such Asset without the requirement for Buyer to give notice. (d) If, as of the Closing Date, the time for a holder of a Hard Consent to approve an assignment of a Lease or Surface Agreement has not elapsed, the affected Asset shall be retained by Seller, and the Purchase Price shall be reduced by the Allocated Value of such Asset without the requirement for Buyer to give notice. (e) If, as of the Closing Date, no response is received from the holder of a Soft Consent, such holder shall be conclusively deemed to have consented to the assignment of his, her, their or its Lease or Surface Agreement, in which event such Asset shall be transferred at Closing and Buyer shall pay the Allocated Value thereof at Closing. From and after Closing Buyer shall have fully responsibility for any Claim that may be later asserted by any such consent holder contesting the validity of the assignment of his, her, their or its instrument. (f) If any holder of a Hard Consent or a Soft Consent prior to Closing attaches conditions ...

Consents to Assignment. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any contract, lease, permit or other claim or right, or any benefit arising thereunder or resulting therefrom (each, an “Assignable Right”), if an attempted assignment thereof, without the consent of a third party, would constitute a breach or default thereof or thereunder or increase the obligations or adversely affect the rights of Seller or Buyer thereunder.

Consents to Assignment. On or before the date set forth in the chart in Section 4 below, each Project Company shall deliver a fully executed (except for the Collateral Agent) Consent (which Consent shall be in form and substance reasonably satisfactory to the Collateral Agent in light of the types of Consents entered into for projects of this type) for each Material Project Document to which such Project Company is a party that is: (a) a power purchase, renewable energy credit sales or other revenue agreement, (b) an interconnection agreement, (c) the Turbine Supply Documents, (d) a balance of plant construction agreement, (e) a substation transformer purchase agreement, and (f) a payment in lieu of taxes agreement; provided, that (x) the time period set forth in the below chart shall be extended for such additional period as may be reasonably necessary to obtain the signature of the counterparty to such Consent so long as the Project Company is using diligent and commercially reasonable efforts to satisfy this requirement, (y) promptly (but in any event within ten (10) Business Days) after receipt of comments from any such counterparty requesting modifications to the Consent, the Collateral Agent shall respond with counterproposals thereto and (z) notwithstanding any of the foregoing in this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of the Project Company nor any of its Affiliates shall be obligated to make any payment to any such counterparty to induce such counterparty to enter into such Consent.

Consents to Assignment. Anything in this Agreement to the contrary ---------------------- notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Facility Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in all reasonable respects, to provide to Buyer the benefits under any such Contract, Facility Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the transfer of any Asset is not obtained.

Consents to Assignment. Seller shall use all reasonable efforts to obtain all necessary consents set forth on Schedule 5.11 from Third Parties to assign the Assets prior to the Closing (other than governmental approvals that are customarily obtained after the Closing) and Buyer shall use reasonable efforts to assist Seller with such efforts. If prior to the Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign to Buyer or materially affect the value or use of the Asset, then Seller shall retain the affected Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Asset. If such consent has been obtained as of the Final Settlement Date, then Seller shall convey the affected Asset to Buyer effective as of the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall pay Seller the Allocated Value of the affected Asset, in accordance with the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected Asset. For purposes of the foregoing, consent requirements that do not expressly (i) render transfer of the applicable Assets to Buyer void or voidable if such consent is not obtained, (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consent.

Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Assumed Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any material way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in all reasonable respects, to provide to Buyer the benefits under any such Contract, Assumed Lease, Permit or any claim or right, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise.

Consents to Assignment. This Agreement does not constitute an agreement to assign a particular asset, right-of-way, easement, contract, agreement, Permit or Environmental Permit constituting TXU Gas Merger Assets or any claim or right or any benefit arising thereunder or resulting therefrom, except as represented and warranted herein. To the extent that the Closing of the Merger would cause TXU Gas to be in violation of a licensing or other law or of any prohibition on assignment of that particular TXU Gas Merger Asset (herein called a "Transfer Requirement"), which is represented and warranted herein to be required or as to which no such representation or warranty is required herein, TXU Gas and LSG will use Reasonable Efforts to obtain before Closing all consents, waivers, authorizations and approvals that may be asserted by any Person to be required to permit the Closing of the Merger or the allocation of the TXU Gas Merger Assets, or any claim or right or benefit arising thereunder or resulting therefrom, without violating such Transfer Requirement. Nevertheless, if despite such Reasonable Efforts, TXU Gas is unable to satisfy such Transfer Requirement asserted by any Person to be applicable to the Closing of the Merger or necessary for the allocation of any such TXU Gas Merger Asset, or any claim or right or benefit arising thereunder or resulting therefrom by Closing then: (a) from and after the Closing, TXU Gas will deliver to LSG the revenues and other benefits from, and pay the costs and expenses required to be paid with respect to, such TXU Gas Merger Asset, (b) LSG will reimburse TXU Gas for or discharge TXU Gas' obligations to the extent they are TXU Gas Merger Liabilities with respect to such TXU Gas Merger Asset, (c) upon LSG's written request, TXU Gas will enforce for the benefit of LSG at LSG's sole cost and expense, any and all rights of TXU Gas against a third party with respect to such TXU Gas Merger Asset, and (d) LSG will indemnify and hold TXU Gas harmless with respect to any TXU Gas Merger Liabilities arising with respect to such TXU Gas Merger Asset, except to the extent resulting from TXU Gas' gross negligence, willful misconduct or breach of this Agreement. Nothing in this Section 3.07 is intended to satisfy any closing condition in Section 8.01.