Restrictions on Transfer - Exceptions. The provisions of Section 6.02 shall not restrict (a) dispositions and sales incident to renewals or replacements, or (b) the right of any Company to subject its own interest to the lien of any mortgage upon all or substantially all of its physical electric utility property, or (c) the right of any purchaser on foreclosure of any such mortgage to acquire any interest subject to any such mortgage, or (d) the right of any Company to transfer voluntarily its interest as an incident to any sale, merger or other transfer of all or a substantial part of its electric facilities as an operating entirety, if the transferee assumes the obligations of the transferor under this Agreement and has the ability and adequate financial responsibility to carry out such obligations. The exceptions in the foregoing clauses (b), (c) and (d) shall not be deemed to allow any of the Companies to grant, extend, transfer or permit to any mortgagee, purchaser on foreclosure or other transferee of its interest in any of the Subject Properties, any right to partition or to require partitioning of the Subject Properties.
Restrictions on Transfer - Exceptions. Each of the Parties agrees that it shall not, either directly or indirectly, sell, transfer or dispose of ("TRANSFER") any Shares during the term of this Agreement, without complying with the terms of this ARTICLE 4; provided, however, that the foregoing restrictions shall not apply to Transfers of shares or other equity interests of VentureCo (i) by either Party to any Affiliate of such Party or (ii) from any Affiliate of such Party to such Party or to any Affiliate of such Party, provided always that the transferring Party remains, and the transferee of such transferred Shares or equity interests agrees in the appropriate form to be, bound by the terms of this Agreement to the same extent that the original Parties are bound thereby. For the avoidance of doubt, a Change of Control in a Party does not trigger the other Party's right of first refusal under this SECTION 4.1.
Restrictions on Transfer - Exceptions. The provisions of subsection (b) of this Section 3.11 shall not restrict: (i) dispositions and sales by Agent incident to renewals or replacements or retirements of CB4 Transmission facilities, or (ii) the right of any Owner to subject its own interest to the lien of any mortgage or similar security interest upon all or a portion of its physical electric utility property, or (iii) the rights of the trustee under any such mortgage or similar security interest, or (iv) the rights of any purchaser pursuant to foreclosure on any such mortgage who acquires any interest subject to any such mortgage or similar security interest, or (v) the right of any Owner to transfer voluntarily its interest as an incident to any sale, merger or other transfer of all or a substantial part of its electric transmission facilities as an operating entity, if the transferee assumes the obligations of the transferor under this Agreement and has the ability and adequate financial responsibility to carry out such obligations as determined by a nationally recognized independent certified public accounting firm (CPA firm), or (vi) transfers to wholly owned subsidiaries of any of the Owners hereto which own all or substantially all of the generating and/or transmission facilities of such Owner or to any subsidiary that is jointly owned by all or part of the Owners hereto, or (vii) the right of any Owner to transfer its interest to another Owner under this Agreement, or (viii) assignments or transfers to any entity which is under common ownership and control with any of the Owners hereto, if the transferee assumes the obligations of the transferor under this Agreement and has the ability and adequate financial responsibility to carry out such obligations as determined by a nationally recognized independent CPA firm, or (ix) assignments or transfers of an interest to the Rural Utilities Service or the United States of America in the event of a default by an Owner of its obligations hereunder which assignments or transfers shall not impair the rights of any of the remaining Owners, or (x) the right of any Owner to transfer voluntarily its interest if approved by all Owners and so long as the Owners are offered the right of first refusal to purchase such interest in whole or in part on terms not less favorable than those offered to such outside purchaser (If more than one of the Owners desire to purchase such interest, unless otherwise agreed by the Owners desiring to purchase, such interest...
Restrictions on Transfer - Exceptions. The provisions of subsection (b) of this Section 2.08 shall not restrict (i) dispositions and sales incident to renewals or replacements, or (ii) the right of either party to subject its own interest to the lien of any mortgage upon all or substantially all of its physical electric utility property, or (iii) the right of any purchaser on foreclosure of any such mortgage to acquire any interest subject to any such mortgage, or (iv) the right of either party to transfer voluntarily its interest as an incident to any sale, merger or other transfer of all or a substantial part of its electric facilities as an operating entirety, if the transferee assumes the obligations of the transferor under this Agreement and has the ability and adequate financial responsibility to carry out such obligations. The exceptions in the foregoing clauses (ii), (iii) and (iv) shall not be deemed to allow either of the parties to grant, extend, transfer or permit to any mortgagee, purchaser on foreclosure or other transferee of its interest in any of the Subject Properties, any right to partition or to require partitioning of the Subject Properties.
Restrictions on Transfer - Exceptions. The provisions of Section 17(b)(i) above shall not restrict any of the following, which may occur without the consent of the non-transferring Company: (1) dispositions and sales incident to renewals or replacements of equipment or components of Weston 4, the Weston New Common Facilities or the Weston Existing Common Facilities in the normal course of business; or (2) the right of any Company to subject its own interest in the Subject Properties to the lien of any mortgage upon all or substantially all of its physical electric utility property; or (3) the right of any purchaser on foreclosure of any such mortgage to acquire any interest subject to any such mortgage; or (4) the right of any Company to transfer voluntarily its interest in this Agreement or in the Subject Properties as an incident of any sale, merger or other transfer of all or substantially all of its electric facilities as an operating entirety, if the transferee expressly assumes in writing all of the obligations of the transferor under this Agreement and is qualified by experience to perform the transferor's obligations under this Agreement in accordance with Good Utility Practice; or (5) a change in Control of either Company, whereby a Company becomes Controlled by Person(s) not in Control of said Company immediately prior to the change, but the Company continues to maintain its interest in this Agreement and the Subject Properties; or (6) the right of any Company to transfer its interest in this Agreement or in the Subject Properties to any Affiliate of said Company, if the Affiliate expressly assumes in writing all of the obligations of the transferor Company under this Agreement and is qualified by experience to perform the transferor's obligations under this Agreement in accordance with Good Utility Practice, and provided that the Affiliate (or any guarantor of all of said Affiliate's obligations under this Agreement) has a credit rating from Standard & Poor's Rating Group (a division of McGraw Hill, Inc.) or its successor that is no less than BBB+, or from Xxxxx'x Investor Services, Inc., or its successor that is no less than Baa1, with stable outlook; or (7) the granting of liens (except liens securing borrowed <PAGE> money), easements, leases, licenses, restrictions, covenants, rights-of-way and other encumbrances by WPSC after the date of this Agreement that do not materially interfere with the operation of Weston 4 or the Weston New or Existing Common Facilities or with DPC's rig...
Restrictions on Transfer - Exceptions. The provisions of Paragraph 14(b) shall not restrict (i) dispositions and sales incident to renewals or replacements, or (ii) the right of any Company to subject its own interest to the lien of any mortgage upon all or substantially all of its physical electric utility property, or (iii) the right of any purchaser on foreclosure of any such mortgage to acquire any interest subject to any such mortgage, or
