Common use of General Assignment Clause in Contracts

General Assignment. Except as provided in Sections 10.6 (b) and (c), neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (i) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, (iii) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill the assigning Party’s obligations hereunder and (iv) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b), consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice of the assignment.

Appears in 30 contracts

Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement

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General Assignment. Except as provided in Sections 10.6 (b10.6(b) and (c), neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (i) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, (iii) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill the assigning Party’s obligations hereunder and (iv) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b), consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice of the assignment.

Appears in 13 contracts

Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement

General Assignment. Except as provided in Sections 10.6 (b) 17.2 and (c)17.3, neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (ia) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (iib) the assignee agrees in writing to be bound by the terms and conditions hereof, (iiic) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill meet or exceed such characteristics in the assigning Party’s obligations hereunder and (ivd) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b)17.2, consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, ; provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice Notice of the assignment. Appendix K is the General Consent to Assignment form that shall be used for this Section 17.1.

Appears in 9 contracts

Samples: Consent and Agreement, Consent and Agreement, Consent and Agreement

General Assignment. Except as provided in Sections 10.6 (b8.1(b) and (c), neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (i) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, (iii) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill the assigning Party’s obligations hereunder and (iv) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b8.1(b), consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice of the assignment.

Appears in 5 contracts

Samples: Consent and Agreement, Consent and Agreement, Consent and Agreement

General Assignment. Except as provided in Sections 10.6 (b) 16.2 and (c)16.3, neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (ia) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (iib) the assignee agrees in writing to be bound by the terms and conditions hereof, (iiic) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill meet or exceed such characteristics in the assigning Party’s obligations hereunder and (ivd) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b)16.2, consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, ; provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice Notice of the assignment. Appendix H is the General Consent to Assignment form that shall be used for this Section 16.1.

Appears in 2 contracts

Samples: Consent and Agreement, Consent and Agreement

General Assignment. Except as provided in Sections 10.6 (b) and (c)Special Provisions 18.2 through 18.4, neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (ia) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (iib) the assignee agrees in writing to be bound by the terms and conditions hereof, (iiic) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill the assigning Party’s obligations hereunder and (ivd) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b)foregoing, consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice Notice of the assignment.

Appears in 2 contracts

Samples: Consent and Agreement, Consent and Agreement

General Assignment. Except as provided in Sections 10.6 10.5 (b) and (c), neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (i) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, (iii) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill the assigning Party’s obligations hereunder and (iv) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b10.5(b), consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice of the assignment.

Appears in 2 contracts

Samples: Power Purchase Agreement, Power Purchase Agreement

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General Assignment. Except as provided in Sections 10.6 (b) 17.2 and (c)17.3, neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (ia) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (iib) the assignee agrees in writing to be bound by the terms and conditions hereof, (iiic) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill meet or exceed such characteristics in the assigning Party’s obligations hereunder and (ivd) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b)17.2, consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, ; provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice Notice of the assignment. Assignment to Financing Providers. Seller shall be permitted to assign this Agreement as collateral for any financing or refinancing of the Project (including any tax equity or lease financing) with the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Renewable Market Adjusting Tariff Power Purchase Agreement

General Assignment. Except as provided in Sections 10.6 (b) and (c), neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (i) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, (iii) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill the assigning Party’s obligations hereunder and (iv) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b), consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or and obligation under this Agreement, provided that (iA) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (iiB) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iiiC) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice of the assignmentassignment and (D) in the case of an assignment by Buyer, such assignment has no adverse regulatory effect on Seller.

Appears in 1 contract

Samples: Power Purchase Agreement

General Assignment. Except as provided in Sections 10.6 (b8.1(b) and (c), neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (i) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, (iii) the transferring Party delivers evidence satisfactory to the non-transferring non‑transferring Party of the proposed assignee’s technical and financial capability to fulfill the assigning Party’s obligations hereunder hereunder, and (iv) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b8.1(b), consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, provided that (i) the assignee assumes the assigning Party’s payment and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice of the assignment.

Appears in 1 contract

Samples: Consent and Agreement

General Assignment. Except as provided in Sections 10.6 (b) 16.2 and (c)16.3, neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (ia) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (iib) the assignee agrees in writing to be bound by the terms and conditions hereof, (iiic) the transferring transf erring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to fulfill meet or exceed such characteristics in the assigning Party’s obligations hereunder and (ivd) the transferring Party delivers such tax and enforceability enf orceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 10.6(b)16.2, consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement, ; provided that (i) the assignee assumes the assigning Party’s payment and performance perf ormance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party hereto with at least thirty (30) days’ prior written notice Notice of the assignment. Appendix H is the General Consent to Assignment form that shall be used for this Section 16.1.

Appears in 1 contract

Samples: Consent and Agreement

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