Common use of Assignment by Customer Clause in Contracts

Assignment by Customer. Notwithstanding the foregoing, Customer may assign or transfer this Agreement or all its rights, duties, or obligations hereunder without SpaceX’s approval: (i) to an Affiliate, provided that such Affiliate has equivalent or greater financial resources as Customer to fulfill Customer’s obligations under this Agreement and subject to any export control regulations applicable to the work performed under this Agreement; (ii) to any entity which, by way of merger, consolidation, or any similar transaction involving the acquisition of substantially all the stock, equity or the entire business assets of Customer relating to the subject matter of this Agreement, succeeds to the interests of Customer or in connection with obtaining financing for the payment of SpaceX’s invoices and any and all other fees, charges or expenses payable under this Agreement under any financing agreement; provided in the first case only that, prior to such assignment or transfer, the assignee, transferee, or successor to Customer has expressly assumed all the obligations of Customer and all terms and conditions applicable to Customer under this Agreement; (iii) to any designee or customer of Customer or any Affiliate thereof provided that Customer remains primarily liable to SpaceX for any payment obligation hereunder; (iv) to Sierra Nevada Corporation, provided that it has expressly assumed in writing all such rights, duties and obligations hereunder and notice has been provided to SpaceX of the same.