Common use of Assignment of Agreements Clause in Contracts

Assignment of Agreements. Effective as of the Separation Date, Southern shall assign, transfer, convey and deliver to Southern Energy, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to Southern Energy's applicable Subsidiaries, and Southern Energy hereby accepts from Southern, and agrees to cause its applicable Subsidiaries to accept from Southern's applicable Subsidiaries, all of Southern's and its applicable Subsidiaries' respective right, title and interest in and to the documents and agreements listed on Schedule 5.14 attached hereto (each an "Assigned Agreement"). To the extent that Southern's or its applicable Subsidiaries' respective right, title and interest in and to any Assigned Agreement may not be assigned without the consent of another Person which consent has not been obtained, this provision shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Southern shall use its commercially reasonable efforts to obtain any such required consent(s) by the Distribution Date. The parties agree that if any consent to an assignment of any Assigned Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair Southern Energy's or its applicable Subsidiaries' rights and obligations under such Assigned Agreement, such that Southern Energy would not in effect acquire the benefit of all such rights and obligations, Southern, to the maximum extent permitted by law and such Assigned Agreement, shall enter into such reasonable arrangements with Southern Energy as are necessary to provide Southern Energy or its applicable Subsidiary with the benefits and obligations of such Assigned Agreement from the Separation Date. The parties shall cooperate and shall each use their commercially reasonable efforts after the Separation Date to obtain an assignment of such Assigned Agreement to Southern Energy.

Assignment of Agreements. Effective as of the Separation Date, Southern Allegheny shall assign, transfer, convey and deliver to Southern EnergySupply Holdco, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to Southern EnergySupply Holdco's applicable Subsidiaries, and Southern Energy Supply Holdco hereby accepts from SouthernAllegheny, and agrees to cause its applicable Subsidiaries to accept from SouthernAllegheny's applicable Subsidiaries, all of SouthernAllegheny's and its applicable Subsidiaries' respective right, title and interest in and to the documents and agreements listed on Schedule 5.14 6.11 attached hereto (each an "Assigned AgreementASSIGNED AGREEMENT"). To the extent that SouthernAllegheny's or its applicable Subsidiaries' respective right, title and interest in and to any Assigned Agreement may not be assigned without the consent of another Person which consent has not been obtained, this provision shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Southern shall use Allegheny will use, and will cause each of its Subsidiaries to use, its commercially reasonable efforts to obtain any such required consent(s) by the Distribution Date. The parties agree that if any consent to an assignment of any Assigned Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair Southern EnergySupply Holdco's or its applicable Subsidiaries' rights and obligations under such Assigned Agreement, such that Southern Energy Supply Holdco would not in effect acquire the benefit of all such rights and obligations, SouthernAllegheny, to the maximum extent permitted by law and such Assigned Agreement, shall enter into such reasonable arrangements with Southern Energy Supply Holdco as are necessary to provide Southern Energy Supply Holdco or its applicable Subsidiary with the benefits and obligations of such Assigned Agreement from the Separation Date. The parties shall cooperate and shall each use their commercially reasonable efforts after the Separation Date to obtain an assignment of such Assigned Agreement to Southern EnergySupply Holdco.

Assignment of Agreements. Effective as of the Separation Date, Southern shall assign, transfer, convey and deliver to Southern Energy, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to Southern Energy's applicable Subsidiaries, and Southern Energy hereby accepts from Southern, and agrees to cause its applicable Subsidiaries to accept from Southern's applicable Subsidiaries, all of Southern's and its applicable Subsidiaries' respective right, title and interest in and to the documents and agreements listed on Schedule 5.14 5.15 attached hereto (each an "Assigned Agreement"). To the extent that Southern's or its applicable Subsidiaries' respective right, title and interest in and to any Assigned Agreement may not be assigned without the consent of another Person which consent has not been obtained, this provision shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Southern shall use its commercially reasonable efforts to obtain any such required consent(s) by the Distribution Date. The parties agree that if any consent to an assignment of any Assigned Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair Southern Energy's or its applicable Subsidiaries' rights and obligations under such Assigned Agreement, such that Southern Energy would not in effect acquire the benefit of all such rights and obligations, Southern, to the maximum extent permitted by law and such Assigned Agreement, shall enter into such reasonable arrangements with Southern Energy as are necessary to provide Southern Energy or its applicable Subsidiary with the benefits and obligations of such Assigned Agreement from the Separation Date. The parties shall cooperate and shall each use their commercially reasonable efforts after the Separation Date to obtain an assignment of such Assigned Agreement to Southern Energy.