Permitted Assignments by Seller. NYSERDA’s consent shall not be required for Seller to either (a) pledge or assign the Selected Project, this Agreement, or the accounts, revenues, or proceeds from this Agreement in connection with financing arrangements, or (b) assign the Selected Project and this Agreement to an affiliate if the then-current Contract Security remains in place. Upon Seller’s reasonable request, NYSERDA shall execute a consent to assignment associated with a financing in a commercially reasonable form acceptable to NYSERDA and Seller. For purposes of this Section 8.02, the term “affiliate” shall include any company, corporation, or other entity that controls, is controlled by, or is under common control with Seller, but only for so long as such control, directly or indirectly, meets the following definition. For purposes of this definition, “control” shall mean ownership or control, directly or indirectly, of at least fifty percent (50%) of the shares having voting rights, or other equivalent rights of the subject entity entitled to vote.
Permitted Assignments by Seller. Notwithstanding Section 8.01, NYSERDA’s consent shall not be required for Seller to either (a) pledge or assign the Selected Project, this Agreement, or the accounts, revenues, or proceeds from this Agreement in connection with financing arrangements, or (b) assign the Selected Project and this Agreement to an Affiliate if the then-current Contract Security remains in place. Upon Seller’s reasonable request, XXXXXXX shall execute a consent to assignment associated with a financing in a commercially reasonable form acceptable to NYSERDA and Seller.
Permitted Assignments by Seller. NYSERDA’s consent shall not be required for Seller to either (a) pledge or assign the Bid Facility, this Agreement, or the accounts, revenues, or proceeds from this Agreement in connection with financing arrangements, or (b) assign the Bid Facility and this Agreement to an affiliate if the then-current Contract Security remains in place. Upon Seller’s reasonable request, NYSERDA shall execute a consent to assignment associated with a financing in a commercially reasonable form acceptable to NYSERDA and Seller. For purposes of this Section 8.02, the term “affiliate” shall include any company, corporation, or other entity that controls, is controlled by, or is under common control
Permitted Assignments by Seller. Article 29.3 notwithstanding, Seller may assign all (but not less than all) of its rights and obligations under the Agreement if all of the following conditions are met: (i) such assignment is to an Affiliate Seller having the legal right and operational and financial ability to perform all of Seller's obligations under the Agreement; (ii) the assignee shall have entered into an assumption agreement, in form and substance reasonably satisfactory to Buyer, containing provisions whereby the assignee confirms that it shall be deemed a party to the Agreement and agrees to be bound by all of its terms and to undertake all of the obligations of Seller contained in the Agreement, and in which the assignee makes representations and warranties as to immunity substantially equivalent to those of Seller contained herein; (iii) Buyer shall have been given thirty (30) Days written notice in advance of such assignment; (iv) Seller delivers to Buyer on or prior to the date of such assignment the certificate of a duly authorized officer of Seller to the effect that each of the conditions set forth in clauses (i), (ii) and (iii) of this Article 29.4 has been complied with as of the date of such agreement; (v) the guarantor under the Pemex Performance Guarantee executes and delivers a confirmation of the Pemex Performance Guarantee, in form and substance reasonably satisfactory to Buyer, pursuant to which such guarantor acknowledges and agrees that the Pemex Performance Guarantee remains in full force and effect notwithstanding such assignment; (vi) Seller shall have delivered to Buyer an opinion or opinions of counsel reasonably acceptable to Buyer to the effect that the assumption agreement referred to in clause (ii) and the guarantee confirmation referred to in Clause (v) have been duly authorized, executed and delivered and are enforceable in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity; and (vii) Seller agrees to reimburse Buyer for all reasonable and documented out-of-pocket costs and expenses, including, without limitation, attorneys' fees, incurred by it in connection with such assignment by Seller.
Permitted Assignments by Seller. NYSERDA’s consent shall not be required for Seller to either (a) pledge or assign the Selected Project, this Agreement, or the accounts, revenues, or proceeds from this Agreement in connection with financing arrangements, or (b) assign the Selected Project and this Agreement to an affiliate if the then-current Contract Security remains in place. Upon Seller’s reasonable request, NYSERDA shall execute a consent to assignment or other documents (including estoppel certificates related to any financing) associated with a financing in a commercially reasonable form acceptable to NYSERDA and Seller. For purposes of this Section 8.02, the term “affiliate” shall include any company, corporation, or other entity that controls, is controlled by, or is under common control with Seller, but only for so long as such control, directly or indirectly, meets the following definition. For purposes of this definition, “control” shall mean ownership or control, directly or indirectly, of at least fifty percent (50%) of the shares having voting rights, or other equivalent rights of the subject entity entitled to vote.
