Common use of Assignment; Subcontractors Clause in Contracts

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major Supplies (i.e. Supplies listed on Exhibit I) is not listed on Exhibit I hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to this

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or 64 60 obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major Supplies equipment (i.e. Supplies i.e., equipment listed on Exhibit IE) is not listed on Exhibit I E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to thisthis Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafter, the Contractor shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the 65 61 Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major Supplies equipment (i.e. Supplies i.e., equipment listed on Exhibit IE) is not listed on Exhibit I E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. Purchaser and Contractor shall agree on the form and substance of Exhibit E by May 1, 1998. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to thisthis Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of Guarantor's counsel with respect to the Guaranty, to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. Furthermore, Contractor agrees, for the benefit of any such financing parties, that (i) prior to the closing of the financing and the execution and delivery of the Consent the Contractor shall have no recourse to such financing parties for any of Purchaser's obligations hereunder and (ii) thereafter, the Contractor shall have recourse in accordance with the Consent. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Articles 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.

Assignment; Subcontractors. A. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld (it being understood that it shall be deemed to be reasonable to withhold consent to the assignment of this Contract or any rights, interest or obligations hereunder to a competitor of Contractor or an affiliate of a competitor or uncreditworthy party). Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations or liability (including warranties) under this Contract. If a proposed subcontractor of major Supplies equipment (i.e. Supplies i.e., equipment listed on Exhibit IE) is not listed on Exhibit I E hereto, Contractor shall obtain approval thereof from Purchaser, which approval shall not be unreasonably withheld. B. The Contractor has the right to assign all of its rights under this Contract or to delegate all of its duties hereunder at any time without the Purchaser's consent to any successor to substantially all the assets of the Contractor by way of a merger, consolidation or sale of assets provided that in the case of any assignment or delegation pursuant to thisthis Sub-Article 37(B) such assignee shall assume in writing all warranties, representations and obligations of Contractor under this Contract. The Contractor shall give the Purchaser written notice 30 days prior to the assignment. C. The Parties acknowledge that Purchaser may finance construction of the System on a "project finance" basis and that in connection therewith the financing parties will require that such financing be secured by certain assets of Purchaser (including but not limited to this Contract). The Purchaser may, in connection with any such project financing grant a collateral assignment of the System and/or its rights and obligations under this Contract to any such financing parties, and in connection therewith, the Contractor will execute and deliver a Consent, substantially in the form of Exhibit B hereto; provided that Contractor agrees to make such changes or additions to such form as may be reasonably requested by such financing parties, and Purchaser, and such financing parties, may transfer in accordance with such Consent. Contractor will also deliver an Opinion in the form of Exhibit C hereto, and a similar opinion of * with respect to the * to Purchaser and such financing parties and such other documents as are reasonably requested by such financing parties. * Material omitted and separately filed with the Commission under an application for confidential treatment. D. The Purchaser has the right to assign all of its rights and delegate all of its duties under this Contract to any other entity to whom all of Purchaser's rights and interests in the System have been transferred. Purchaser also has the right (i) to assign all of its rights hereunder with respect to any particular Landing Assets to any Transferee, (ii) to assign Permits with respect to such Landing Assets, or have Permits with respect to such Landing Assets issued in the name of, such Transferee and (iii) to transfer such Landing Assets or have such Landing Assets transferred directly to, such Transferee; provided -------- that such Transferee shall execute a supplement to this Contract whereby it becomes jointly and severally liable, together with Purchaser, for all of Purchaser's obligations under this Contract. "Landing Assets" means, with respect to each jurisdiction where a portion of the System is located, all or part of such portion of the System located therein. It is understood that the Purchaser, at its option, may assign and transfer rights with respect to Landing Assets in different jurisdictions to different Transferees. Purchaser shall not transfer any of its rights under this Contract or the System except in accordance with the foregoing. Any assignment or transfer not expressly permitted by Sub-Article 37(D) shall be of no force and effect. Any assignment or transfer which results in any increase in costs or any loss, damage, delay or failure of performance shall constitute a Force Majeure, and, without limiting the applicability of Article 17 (Force Majeure), Purchaser shall be responsible for any increase in costs resulting therefrom.