Common use of Transfer and Assignment Clause in Contracts

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 and Section 6(b)(ii) of the Agreement, Party A may assign its rights and obligations under the Agreement, in whole or in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee from Party A's Credit Support Provider on behalf of the Assignee, with respect to the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred. On the Effective Date, (1) Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to each Swap Rating Agency of any transfer under Section 6(b)(ii).

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 and Section 6(b)(ii) of the Agreement, Party A may assign or transfer all (but not less than all) of its rights and obligations or delegate all (but not less than all) of its duties hereunder to any affiliate of Party A; provided that, under the Agreementapplicable law effective on the date of such transfer or assignment, in whole or in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdingswill not be required, in favor of Party B, of the obligations of such Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Party B would have been required to pay Party A delivers to in the absence of such transfer or assignment; and Party B both (a) will not receive a payment from which an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee from Party A's Credit Support Provider on behalf of the Assignee, with respect to the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transferamount has been withheld or deducted, on account of a Tax in respect of which the next scheduled payment date Party B other party is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that pay an additional amount, unless Party B would be required not have been entitled to make receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or its parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Party A at the time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive under or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transactions or the Agreement had the transfer not occurredTransaction and any such designee may assume such obligations. On the Effective Date, (1) Party A shall be released from all discharged of its obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to each Swap Rating Agency the extent of any transfer under Section 6(b)(ii)such performance.

Transfer and Assignment. Notwithstanding anything Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law or by virtue of a gross-up and/or indemnity from the transferee, (i) Counterparty shall not be required to pay or deliver to the contrary in transferee or assignee under Section 7 and Section 6(b)(ii2(d)(i)(4) of the Agreement, Party A may assign its rights and obligations under Agreement any amount or number of Shares greater than the Agreement, amount Counterparty would have been required to pay or deliver to Dealer in whole or in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations absence of such Affiliate, transfer or assignment and (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such guarantee transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to be substantially permit Counterparty to determine that the same as the guarantee then results described in effect of the obligations of the transferor. Party A clause (x) will provide prior written notice to each Swap Rating Agency of any not occur upon or after such assignment. Any transfer pursuant ; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to the foregoing provide a U.S. Internal Revenue Service Form W-9 or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee from Party A's Credit Support Provider on behalf of the AssigneeW-8ECI, or any successor form thereto, with respect to any payments or deliveries under the Transferred ObligationsAgreement. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, substantially sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in all material respects in the form respect of the guaranty provided hereunder; 3Transaction and any such designee may assume such obligations. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred. On the Effective Date, (1) Party A Dealer shall be released from all discharged of its obligations and liabilities arising under to Counterparty to the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to each Swap Rating Agency extent of any transfer under Section 6(b)(ii)such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 and Section 6(b)(ii) of the Agreement, Party A may assign its rights and obligations under the Agreement, in whole or in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be substantially identical (except for necessary factual changes as to the same identity of the new counterparty and the effective date of the assignment) as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee from Party A's Credit Support Provider on behalf of the Assignee, with respect to the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred; 4. The Transferee is an Eligible Replacement; 5. Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A's rights and obligations under this Agreement. On the Effective Date, (1) Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to each Swap Rating Agency of any transfer under Section 6(b)(ii).

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 and Section 6(b)(ii) of the Agreement, Party A may assign its rights and obligations under the Agreement, in whole or in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "“Transferred Obligations"”) and (b) an executed guarantee from Party A's ’s Credit Support Provider on behalf of the Assignee, with respect to the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred. On the Effective Date, (1) Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to each Swap Rating Agency of any transfer under Section 6(b)(ii).

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 and Section 6(b)(ii) of the Agreement, Party A may assign its rights and obligations under the Agreement, in whole or in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee from Party A's Credit Support Provider on behalf of the Assignee, with respect to the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred. On the Effective Date, (1) Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to each Swap Rating Agency of any transfer under Section 6(b)(ii).

Transfer and Assignment. Notwithstanding anything Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Party A or any entity organized or sponsored by Party A (a “Transferee”) without the contrary prior written consent of Party B so long as (a)(i) the senior unsecured debt rating or long term issuer credit rating (as applicable, the “Credit Rating”) of such Transferee is equal to or greater than the Credit Rating of Party A, as specified by each of S&P Global Ratings and M▇▇▇▇’▇ Investors Service, Inc., at the time of such assignment or transfer or (ii) the obligations of such Transferee are fully, unconditionally and irrevocably guaranteed by Party A or, if Party A’s ultimate parent entity satisfies the Credit Rating requirements that would otherwise apply to a Transferee, by Party A’s ultimate parent entity; (b) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) be required to pay (including a payment in kind) to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 7 and 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay (including a payment in kind) Party A in the absence of such assignment or transfer; (c) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) receive a payment (including a payment in kind) from which an amount has been withheld or deducted on account of a Tax (after accounting for amounts paid by the transferee or assignee under Section 6(b)(ii2(d)(i)(4) of the Agreement, ) in excess of that which Party A may assign its rights and obligations under would have been required to so withhold or deduct in the Agreement, in whole or in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations absence of such Affiliate, such guarantee assignment or transfer; (d) no Acceleration Event or other event or circumstance giving rise to be substantially a right or responsibility to terminate or cancel the same as the guarantee then in effect of the obligations of the transferor. Party A Transaction will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such assignment or transfer; 2; and (e) such transfer does not materially and adversely affect the availability of the relief provided in the Interpretive Letter or the application thereof to such Transaction in the manner contemplated by Party B on the Trade Date. Party A delivers agrees to give reasonable prior notice to Party B both (a) an executed acceptance of any transfer or assignment without Party B’s consent pursuant to this paragraph. Notwithstanding any such notice, no assignment or transfer by Party A pursuant to this subparagraph shall take effect unless and assumption by until all conditions to such transfer or assignment are satisfied. Notwithstanding any other provision in this Forward Confirmation to the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A's Credit Support Provider on behalf ’s obligations in respect of the Assignee, with respect to the Transferred Obligations, substantially Transaction and in all material respects in the form of the guaranty provided hereunder; 3any such designee may assume such obligations. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred. On the Effective Date, (1) Party A shall be released from all discharged of its obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to each Swap Rating Agency the extent of any transfer under Section 6(b)(ii)such performance.

Transfer and Assignment. Notwithstanding anything Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Party A or any entity organized or sponsored by Party A (a “Transferee”) without the contrary prior written consent of Party B so long as (a)(i) the senior unsecured debt rating or long term issuer credit rating (as applicable, the “Credit Rating”) of such Transferee is equal to or greater than the Credit Rating of Party A, as specified by each of S&P Global Ratings and M▇▇▇▇’▇ Investors Service, Inc., at the time of such assignment or transfer or (ii) the obligations of such Transferee are fully, unconditionally and irrevocably guaranteed by Party A or, if Party A’s ultimate parent entity satisfies the Credit Rating requirements that would otherwise apply to a Transferee, by Party A’s ultimate parent entity; (b) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) be required to pay (including a payment in kind) to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 7 and 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay (including a payment in kind) Party A in the absence of such assignment or transfer; (c) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) receive a payment (including a payment in kind) from which an amount has been withheld or deducted on account of a Tax (after accounting for amounts paid by the transferee or assignee under Section 6(b)(ii2(d)(i)(4) of the Agreement, ) in excess of that which Party A may assign its rights and obligations under would have been required to so withhold or deduct in the Agreement, in whole or in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations absence of such Affiliate, such guarantee assignment or transfer; (d) no Acceleration Event or other event or circumstance giving rise to be substantially a right or responsibility to terminate or cancel the same as the guarantee then in effect of the obligations of the transferor. Party A Transaction will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such assignment or transfer; 2; and (e) such transfer does not materially and adversely affect the availability of the relief provided in the Interpretive Letter or the application thereof to such Transaction in the manner contemplated by Party B on the Trade Date. Party A delivers agrees to give reasonable prior notice to Party B both (a) an executed acceptance of any transfer or assignment without Party B’s consent pursuant to this paragraph. Notwithstanding any such notice, no assignment or transfer by Party A pursuant to this subparagraph shall take effect unless and assumption by until all conditions to such transfer or assignment are satisfied. Notwithstanding any other provision in this Forward Confirmation to the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A's Credit Support Provider on behalf ’s obligations in respect of the Assignee, with respect to the Transferred Obligations, substantially Transaction and in all material respects in the form of the guaranty provided hereunder; 3any such designee may assume such obligations. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred. On the Effective Date, (1) Party A shall be released from all discharged of its obligations and liabilities arising under to Party B to the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease extent of any such performance. Party B agrees to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of this Agreement other than the foregoing shall be subject to Rating Agency Condition and indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Forward Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will provide prior written notice not be liable under this Indemnity paragraph to each Swap Rating Agency the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, willful misconduct or bad faith, or from a breach of any transfer under Section 6(b)(ii).representation or covenant of Party A contained in this Forward Confirmation or the Agreement. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable