Common use of No Assignment Without Consent Clause in Contracts

No Assignment Without Consent. Without limiting the transfer provisions of the Letter of Credit, neither the Bank nor the Obligor shall assign or otherwise transfer any of its rights or obligations hereunder without the written consent of the other party, and any purported assignment or transfer without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent to such assignment (which consent shall not be unreasonably withheld, conditioned or delayed by the Obligor) and (ii) if an Event of Default under Sections 15(a), (d) or (e) is then existing, the Bank may assign its right and obligations hereunder and no consent therefor from the Obligor shall be required. In the case of the first such assignment (other than an assignment permitted pursuant to clause (ii) above), prior to such assignment the Obligor and the Bank shall have entered into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunder. Upon an assignment permitted pursuant to clause (ii) above, the Obligor and the Bank will endeavor to enter into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunder.

No Assignment Without Consent. Without limiting the transfer provisions of the Letter of Credit(a) Except as permitted in this Article 14, neither the Bank nor the Obligor Party shall assign this Agreement or otherwise transfer any of its rights or obligations hereunder portion thereof, without the prior written consent of the other partyParty, and any purported assignment or transfer without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent to such assignment (which consent shall not be unreasonably withheld, conditioned withheld or delayed by delayed; provided (i) at least thirty (30) days’ prior written notice of any such assignment shall be given to the Obligor) and other Party; (ii) if any assignee shall expressly assume the assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment shall impair any Security given by Seller hereunder; and (iv) before the Agreement is assigned by Seller, the assignee must first obtain such approvals as may be required by all applicable Governmental Authorities. (b) Seller’s consent shall not be required for Purchaser to assign this Agreement to an Affiliate of Purchaser, provided (i) no Event of Default under Sections 15(a)with respect to Purchaser has occurred and is then continuing, (ii) such Affiliate assumes all of Purchaser’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Purchaser as reasonably determined by Seller, and (iv) no Event of Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect to such assignment. (c) Purchaser’s consent shall not be required: (1) for Seller or a Project Lender to assign this Agreement to an Affiliate of Seller, provided (i) no Event of Default with respect to Seller has occurred and is then continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect to such assignment; or (2) for Seller to assign this agreement for collateral purposes to a Project Lender. Seller shall notify Purchaser, pursuant to Section 15.1, of any such assignment to the Project Lender no later than thirty (30) days after the assignment. (d) The foregoing restrictions shall not prohibit Seller from selling limited partnership interests, limited liability interests, or any other equity or ownership interests to third parties. (e) is then existingUnless Purchaser agrees to waive the assignor’s continuing obligations pursuant to this Agreement, the Bank may assign its right and obligations hereunder and no consent therefor from the Obligor shall be required. In the case assignment of this Agreement or of the first such assignment (other than an assignment permitted pursuant to clause (ii) above), prior to such assignment rights or obligations by Seller will relieve Seller of liability for any breach by the Obligor and the Bank shall have entered into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse assignee or an Affiliate thereof (or for any other Person reasonably acceptable failure by the assignee to the Obligor) as administrative agent or representative of all “Banks” hereunder. Upon an assignment permitted pursuant to clause (ii) above, the Obligor and the Bank will endeavor to enter into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” perform its obligations hereunder.

No Assignment Without Consent. Without limiting the transfer provisions of the Letter of CreditExcept as permitted in this Article, neither the Bank nor the Obligor Party shall assign this PPA or otherwise transfer any of its rights or obligations hereunder portion thereof, without the prior written consent of the other partyParty, and any purported assignment or transfer without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent to such assignment (which consent shall not be unreasonably withheld, conditioned or delayed by delayed; provided, however, that (i) at least thirty (30) Days prior notice of any such assignment shall be given to the Obligor) and other Party; (ii) if an Event of Default under Sections 15(a)any assignee shall expressly assume the assignor’s obligations hereunder, (diii) no assignment shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, except as otherwise provided in subsection (C) or (eD) below; (iv) no assignment shall impair any security given hereunder; and (v) before the PPA is then existingassigned by any Party, the Bank assignee must first obtain such approvals as may be required by all applicable regulatory bodies. (A) Seller’s consent shall not be required for Company to assign its right and obligations hereunder and no consent therefor from the Obligor shall be requiredthis PPA to an Affiliate of Company. In the case event that a permitted assignee of the first Company under this paragraph (A) has or attains an Investment Grade rating and is a public utility providing retail electric service regulated as to rates and service pursuant to Applicable Law, Seller shall release Company from its obligations under this PPA if Company requests to be so released by notice to Seller. (B) Company’s consent shall not be required for Seller to assign this PPA for collateral purposes to a Unaffiliated Facility Investor. Seller shall notify Company of any such assignment to the Unaffiliated Facility Investor no later than thirty (other than 30) Days after the assignment. (C) Company’s consent shall not be required for Seller to assign this PPA to an Affiliate of Seller to which title to the Facility is simultaneously transferred. In the event that a permitted assignee of Seller under this paragraph (C) has or attains an Investment Grade rating or provides a Security Fund satisfying the requirements of Article 11, Company shall release Seller from its obligations under this PPA if Seller requests to be so released by notice to Company. (D) Company’s consent shall not be required for any assignment permitted pursuant by the Unaffiliated Facility Investors to clause (ii) above), prior to such assignment a third party after the Obligor and the Bank shall Unaffiliated Facility Investors have entered into amendments exercised their foreclosure rights with respect to this Agreement reasonably satisfactory to each of PPA or the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunder. Upon an assignment permitted pursuant to clause (ii) above, the Obligor and the Bank will endeavor to enter into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunderFacility.

No Assignment Without Consent. Without limiting the transfer provisions Except as permitted in this Article 18 of the Letter of Creditthis Agreement, neither the Bank nor the Obligor Party shall assign this Agreement or otherwise transfer any of its rights or obligations hereunder portion thereof, without the prior written consent of the other partyParty, and any purported assignment or transfer without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent to such assignment (which consent shall not be unreasonably withheldwithheld or delayed, conditioned or delayed by provided, that: (i) at least thirty (30) Days’ prior notice of any such assignment is be given to the Obligor) and other Party; (ii) if an Event any assignee expressly assumes the assignor’s obligations under this Agreement, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of Default its obligations under Sections 15(a)this Agreement in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (diii) or no such assignment impairs any security given by Seller under this Agreement; and (eiv) before the Agreement is then existingassigned by Seller, the Bank assignee first obtains such approvals as may be required by all applicable Governmental Authorities. (A) Consent to assignment shall not be required to assign its right this Agreement to an Affiliate of EPE or Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and obligations hereunder and no Exchange Commission. (B) EPE’s consent therefor from shall not be required for Seller to assign this Agreement for collateral purposes to the Obligor Facility Lender. Seller shall be required. In the case notify EPE, pursuant to Section 19.4 of the first this Agreement, of any such assignment (other than an assignment permitted pursuant to clause (ii) above), prior to such assignment the Obligor and the Bank shall have entered into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the ObligorFacility Lender no later than thirty (30) as administrative agent or representative of all “Banks” hereunder. Upon an assignment permitted pursuant to clause (ii) above, Days after the Obligor and the Bank will endeavor to enter into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunderassignment.

No Assignment Without Consent. Without limiting 7.1. This Agreement and the transfer provisions of the Letter of Creditrights arising hereunder, neither the Bank nor the Obligor shall assign may not, either in whole or in part, be assigned, sold, transferred, licensed, or otherwise transfer any disposed of its rights or obligations hereunder (collectively referred to as an "Assignment") by a party (the “Assigning Party”) without the prior written consent of the other partyparty (the “Other Party”), which consent may be withheld by the Other Party in its sole discretion for any reason. The Other Party shall not be required to give reasons for withholding its consent to an Assignment. No Assignment will relieve the Assigning Party from its obligations and liabilities under this Agreement, and any purported assignment or transfer if this Agreement is assigned without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent of the Other Party as required under this paragraph, then the Other Party may, at its option, terminate this Agreement upon giving seven (7) days' notice to the Assigning Party. If the Other Party does consent to an Assignment the Other Party shall be entitled to attach to its consent such assignment conditions as the Other Party may in its sole discretion decide upon. 7.2. As a condition of the Other Party's consent, the assignee shall agree (which and will be deemed to have agreed) with the Other Party to observe the obligations of the Assigning Party under this Agreement by entering into an assumption agreement with the Other Party and the Assigning Party, in such form as the Other Party may require, and shall pay the Other Party's costs and solicitor's fees and disbursements for preparing such assumption agreement. The Assigning Party further agrees that if the Other Party consents to any such Assignment, the Assigning Party shall be responsible for and shall hold the Other Party harmless from any and all costs and expenses arising under this Agreement (including without limitation, arising from any changes to the Signage, or items arising under Section 3 and all other expenses, costs, and charges incurred by the Other Party with respect to or arising out or caused by any such Assignment). Any consent by the Other Party to any Assignment shall not be unreasonably withheld, conditioned or delayed constitute a waiver of the requirement for consent by the Obligor) and (ii) if an Event of Default under Sections 15(a), (d) Other Party to any subsequent Assignment by the Assigning Party or (e) is then existing, the Bank may assign its right and obligations hereunder and no consent therefor from the Obligor shall be required. In the case of the first such assignment (other than an assignment permitted pursuant to clause (ii) above), prior to such assignment the Obligor and the Bank shall have entered into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or by any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunder. Upon an assignment permitted pursuant to clause (ii) above, the Obligor and the Bank will endeavor to enter into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunderassignee.

No Assignment Without Consent. Without limiting the transfer provisions of the Letter of CreditExcept as expressly permitted in this Section, neither the Bank nor the Obligor Party shall assign this PPA or otherwise transfer any of its rights or obligations hereunder portion thereof, without the prior written consent of the other partyParty, and any purported assignment or transfer without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent to such assignment (which consent shall not be unreasonably withheld, conditioned or delayed by delayed; provided that (i) at least thirty (30) Days prior Notice of any such assignment shall be given to the Obligor) and other Party; (ii) if an Event any assignee shall expressly assume the assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of Default under Sections 15(a)its obligations hereunder in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this PPA; (diii) or any assignee of Seller shall provide required Security; (eiv) before the PPA is then existingassigned by a Party, the Bank proposed assignee must first obtain such approvals as may be required by all applicable Governmental Authorities; (v) the proposed assignee is acceptable to any Financier to Seller and provides MP with reasonable evidence that the assignee itself, or the operator it proposes to use at the Facility, has past operational experience of at least two years at a renewable generation facility of equal or greater size than the Facility; and (vi) in the case of Seller, the assignee shall provide evidence that, if previously attained by the Seller and approved by the MPUC. (a) MP’s consent shall not be required for Seller to assign its right this PPA for collateral purposes to any Financier. (b) Notwithstanding the foregoing, Seller’s consent shall not be required for MP to assign this PPA to an Affiliate of MP, provided that MP provides assurances and executes documents reasonably required by Seller and any Financiers regarding MP’s continued liability for all of MP’s obligations hereunder and no consent therefor from under this PPA in the Obligor shall be requiredevent of any nonperformance on the part of such assignee. In the case event that the assignee has or obtains an investment grade unsecured bond rating equivalent to or better than the unsecured bond rating of MP (but in no event worse than the first such assignment (other than an assignment permitted pursuant to clause (ii) aboveequivalent of BBB-), prior then Seller agrees to such assignment the Obligor relieve MP from its obligations under this PPA and the Bank shall have entered into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunder. Upon an assignment permitted pursuant to clause (ii) above, the Obligor and the Bank will endeavor to enter into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunderassurances upon written request by MP.

No Assignment Without Consent. Without limiting the transfer provisions of the Letter of CreditExcept as permitted below, neither the Bank nor the Obligor Party shall assign this Agreement or otherwise transfer any of its rights or obligations hereunder portion hereof, without the prior written consent of the other partyParty, and any purported assignment or transfer without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent to such assignment (which consent shall not be unreasonably withheldwithheld or delayed. Prior notice of any such assignment shall be given to the other Party. Notwithstanding the above: 20.1.1 This Agreement may be assigned by Comverge, conditioned without the prior approval of NPC: (a) as part of a reorganization, merger, share exchange, consolidation or delayed by sale or disposition of all or substantially all of the Obligorassets of Comverge; or (b) to a wholly owned subsidiary of Comverge, where Comverge shall be a guarantor. In the event of any such assignment, Comverge shall remain liable under this Agreement until (x) NPC consents to the release of Comverge (which shall not be unreasonably withheld or delayed) and (iiy) if Comverge’s successor or assignee consents in writing to be bound by the obligations of Comverge. This Agreement may also be collaterally assigned by Comverge, without the prior approval of NPC, for the benefit of Comverge’s lenders or in connection with an Event initial public offering. 20.1.2 This Agreement may be assigned by NPC, without the prior approval of Default under Sections 15(a)Comverge: (a) as part of a reorganization, merger, share exchange, consolidation or sale or disposition of all or substantially all of the assets of NPC; (b) to Sierra Pacific Power or an “affiliated interest” as that term is defined in the Nevada Public Utility Act; (c) to a legally authorized governmental or quasi-governmental agency charged with providing retail electric service in Nevada; or (d) or (e) is then existing, the Bank may assign its right and obligations hereunder and no consent therefor from the Obligor shall be requiredas otherwise required by Applicable Law. In the case event of the first any such assignment (other than an assignment permitted pursuant to clause (ii) above)assignment, prior to such assignment the Obligor and the Bank NPC shall have entered into amendments to remain liable under this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof until (or any other Person reasonably acceptable x) Comverge consents to the Obligorrelease of NPC (which shall not be unreasonably withheld or delayed) as administrative agent and (y) NPC’s successor or representative assignee consents in writing to be bound by the obligations of all “Banks” hereunderNPC. Upon an assignment permitted pursuant to clause (ii) aboveThis Agreement may also be collaterally assigned by NPC, without the Obligor and prior approval of Comverge, for the Bank will endeavor to enter into amendments to this Agreement reasonably satisfactory to each benefit of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of all “Banks” hereunderNPC’s lenders.