Common use of Customer Assignment Clause in Contracts

Customer Assignment. Customer shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Service Provider, such consent not to be unreasonably withheld or delayed, taking into consideration, among other things, the financial capacity of the assignee to satisfy any financial obligations and/or liabilities that may arise pursuant to this Agreement, and provided that such assignment is in connection with a sale, conveyance, disposition, divestiture, contribution to a joint venture or a similar transaction, including by merger, consolidation, reorganization or other business combination by Customer that involves all or substantially all of the Facility. Notwithstanding the immediately preceding sentence, Customer shall have the right to assign this Agreement or any of its rights and obligations hereunder to Customer’s Parent without the prior written consent of Service Provider. In connection with the foregoing: (i) Service Provider may, acting reasonably, condition its consent on an amendment to the terms of this Agreement to reflect reasonable increases in the costs incurred by Service Provider in taking the measures reasonably required to adequately protect its competitive information from disclosure where any assignee is a Direct Competitor; and (ii) Customer shall reimburse Service Provider for any licenses and third-party consents required in connection with such assignment.