Common use of No Assignment Without Consent Clause in Contracts

No Assignment Without Consent. (a) Except as permitted in this Article 14, neither Party shall assign this Agreement or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided (i) at least thirty (30) days’ prior written notice of any such assignment shall be given to the other Party; (ii) any assignee shall expressly assume the assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment shall impair any Security given by Seller hereunder; and (iv) before the Agreement is assigned by Seller, the assignee must first obtain such approvals as may be required by all applicable Governmental Authorities. (b) Seller’s consent shall not be required for Purchaser to assign this Agreement to an Affiliate of Purchaser, provided (i) no Event of Default with respect to Purchaser has occurred and is then continuing, (ii) such Affiliate assumes all of Purchaser’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Purchaser as reasonably determined by Seller, and (iv) no Event of Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect to such assignment. (c) Purchaser’s consent shall not be required: (1) for Seller or a Project Lender to assign this Agreement to an Affiliate of Seller, provided (i) no Event of Default with respect to Seller has occurred and is then continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect to such assignment; or (2) for Seller to assign this agreement for collateral purposes to a Project Lender. Seller shall notify Purchaser, pursuant to Section 15.1, of any such assignment to the Project Lender no later than thirty (30) days after the assignment. (d) The foregoing restrictions shall not prohibit Seller from selling limited partnership interests, limited liability interests, or any other equity or ownership interests to third parties. (e) Unless Purchaser agrees to waive the assignor’s continuing obligations pursuant to this Agreement, no assignment of this Agreement or of the rights or obligations by Seller will relieve Seller of liability for any breach by the assignee or for any other failure by the assignee to perform its obligations hereunder.

No Assignment Without Consent. (a) Except as permitted in this Article 1418 of this Agreement, neither Party shall assign this Agreement or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided , provided, that: (i) at least thirty (30) daysDays’ prior written notice of any such assignment shall is be given to the other Party; (ii) any assignee shall expressly assume assumes the assignor’s obligations hereunderunder this Agreement, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder under this Agreement in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment shall impair impairs any Security security given by Seller hereunderunder this Agreement; and (iv) before the Agreement is assigned by Seller, the assignee must first obtain obtains such approvals as may be required by all applicable Governmental Authorities. (bA) Seller’s consent Consent to assignment shall not be required for Purchaser to assign this Agreement to an Affiliate of Purchaser, provided (i) no Event of Default with respect to Purchaser has occurred and is then continuing, (ii) such Affiliate assumes all of Purchaser’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to EPE or better than that of Purchaser as reasonably determined by Seller, if any. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and (iv) no Event of Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect to such assignmentExchange Commission. (cB) PurchaserEPE’s consent shall not be required: (1) for Seller or a Project Lender to assign this Agreement to an Affiliate of Seller, provided (i) no Event of Default with respect to Seller has occurred and is then continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect to such assignment; or (2) required for Seller to assign this agreement Agreement for collateral purposes to a Project the Facility Lender. Seller shall notify PurchaserEPE, pursuant to Section 15.119.4 of this Agreement, of any such assignment to the Project Facility Lender no later than thirty (30) days Days after the assignment. (d) The foregoing restrictions shall not prohibit Seller from selling limited partnership interests, limited liability interests, or any other equity or ownership interests to third parties. (e) Unless Purchaser agrees to waive the assignor’s continuing obligations pursuant to this Agreement, no assignment of this Agreement or of the rights or obligations by Seller will relieve Seller of liability for any breach by the assignee or for any other failure by the assignee to perform its obligations hereunder.

No Assignment Without Consent. (a) Except as permitted in this Article 14Without limiting the transfer provisions of the Letter of Credit, neither Party the Bank nor the Obligor shall assign this Agreement or otherwise transfer any portion thereof, of its rights or obligations hereunder without the prior written consent of the other Partyparty, and any purported assignment or transfer without such consent shall be void and without effect; provided however that (i) the Bank may assign its rights and obligations hereunder, if so long as no Event of Default under Sections 15(a), (d) or (e) is not then existing, the Obligor provides its prior written consent to such assignment (which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided (idelayed by the Obligor) at least thirty (30) days’ prior written notice of any such assignment shall be given to the other Party; and (ii) any assignee shall expressly assume the assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment shall impair any Security given by Seller hereunder; and (iv) before the Agreement is assigned by Seller, the assignee must first obtain such approvals as may be required by all applicable Governmental Authorities. (b) Seller’s consent shall not be required for Purchaser to assign this Agreement to if an Affiliate of Purchaser, provided (i) no Event of Default with respect to Purchaser has occurred and under Sections 15(a), (d) or (e) is then continuingexisting, the Bank may assign its right and obligations hereunder and no consent therefor from the Obligor shall be required. In the case of the first such assignment (other than an assignment permitted pursuant to clause (ii) such Affiliate assumes all of Purchaser’s obligations hereunder in writingabove), (iii) such Affiliate’s creditworthiness is equal to or better than that of Purchaser as reasonably determined by Seller, and (iv) no Event of Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect prior to such assignment. (c) Purchaser’s consent assignment the Obligor and the Bank shall not be required: (1) for Seller or a Project Lender have entered into amendments to assign this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate thereof (or any other Person reasonably acceptable to the Obligor) as administrative agent or representative of Seller, provided (i) no Event of Default with respect all “Banks” hereunder. Upon an assignment permitted pursuant to Seller has occurred and is then continuing, clause (ii) such above, the Obligor and the Bank will endeavor to enter into amendments to this Agreement reasonably satisfactory to each of the Obligor and the Bank to accommodate the accession of additional Persons hereunder, through, among other things, the appointment of Credit Suisse or an Affiliate assumes all of Seller’s obligations hereunder in writing, thereof (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect to such assignment; or (2) for Seller to assign this agreement for collateral purposes to a Project Lender. Seller shall notify Purchaser, pursuant to Section 15.1, of any such assignment to the Project Lender no later than thirty (30) days after the assignment. (d) The foregoing restrictions shall not prohibit Seller from selling limited partnership interests, limited liability interests, or any other equity Person reasonably acceptable to the Obligor) as administrative agent or ownership interests to third parties. (e) Unless Purchaser agrees to waive the assignor’s continuing obligations pursuant to this Agreement, no assignment representative of this Agreement or of the rights or obligations by Seller will relieve Seller of liability for any breach by the assignee or for any other failure by the assignee to perform its obligations all “Banks” hereunder.

No Assignment Without Consent. (a) Except as permitted in this Article 14Article, neither Party shall assign this Agreement PPA or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that (i) at least thirty (30) days’ Days prior written notice of any such assignment shall be given to the other Party; (ii) any assignee shall expressly assume the assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and (iii) no assignment, whether or not consented to, assignment shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other Party agrees except as otherwise provided in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreementsubsection (C) or (D) below; (iiiiv) no such assignment shall impair any Security security given by Seller hereunder; and (ivv) before the Agreement PPA is assigned by Sellerany Party, the assignee must first obtain such approvals as may be required by all applicable Governmental Authoritiesregulatory bodies. (bA) Seller’s consent shall not be required for Purchaser Company to assign this Agreement PPA to an Affiliate of Purchaser, provided Company. In the event that a permitted assignee of Company under this paragraph (iA) no Event of Default with respect to Purchaser has occurred or attains an Investment Grade rating and is then continuinga public utility providing retail electric service regulated as to rates and service pursuant to Applicable Law, (ii) such Affiliate assumes all of Purchaser’s Seller shall release Company from its obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal under this PPA if Company requests to or better than that of Purchaser as reasonably determined be so released by notice to Seller, and (iv) no Event of Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect to such assignment. (cB) PurchaserCompany’s consent shall not be required: (1) for Seller or a Project Lender to assign this Agreement to an Affiliate of Seller, provided (i) no Event of Default with respect to Seller has occurred and is then continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect to such assignment; or (2) required for Seller to assign this agreement PPA for collateral purposes to a Project LenderUnaffiliated Facility Investor. Seller shall notify Purchaser, pursuant to Section 15.1, Company of any such assignment to the Project Lender Unaffiliated Facility Investor no later than thirty (30) days Days after the assignment. (dC) The foregoing restrictions Company’s consent shall not prohibit be required for Seller to assign this PPA to an Affiliate of Seller to which title to the Facility is simultaneously transferred. In the event that a permitted assignee of Seller under this paragraph (C) has or attains an Investment Grade rating or provides a Security Fund satisfying the requirements of Article 11, Company shall release Seller from selling limited partnership interests, limited liability interests, or any other equity or ownership interests its obligations under this PPA if Seller requests to third partiesbe so released by notice to Company. (eD) Unless Purchaser agrees Company’s consent shall not be required for any assignment by the Unaffiliated Facility Investors to waive a third party after the assignor’s continuing obligations pursuant Unaffiliated Facility Investors have exercised their foreclosure rights with respect to this Agreement, no assignment of this Agreement PPA or of the rights or obligations by Seller will relieve Seller of liability for any breach by the assignee or for any other failure by the assignee to perform its obligations hereunderFacility.

No Assignment Without Consent. 7.1. This Agreement and the rights arising hereunder, may not, either in whole or in part, be assigned, sold, transferred, licensed, or otherwise disposed of (acollectively referred to as an "Assignment") Except as permitted in this Article 14, neither Party shall assign this Agreement or any portion thereof, by a party (the “Assigning Party”) without the prior written consent of the other party (the “Other Party”), which consent shall not may be unreasonably withheld or delayed; provided (i) at least thirty (30) days’ prior written notice of any such assignment shall be given to the other Party; (ii) any assignee shall expressly assume the assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of Other Party in its obligations hereunder in the event the assignee fails to perform, unless the other sole discretion for any reason. The Other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment shall impair any Security given by Seller hereunder; and (iv) before the Agreement is assigned by Seller, the assignee must first obtain such approvals as may be required by all applicable Governmental Authorities. (b) Seller’s consent shall not be required to give reasons for Purchaser withholding its consent to assign an Assignment. No Assignment will relieve the Assigning Party from its obligations and liabilities under this Agreement, and if this Agreement is assigned without the prior written consent of the Other Party as required under this paragraph, then the Other Party may, at its option, terminate this Agreement upon giving seven (7) days' notice to the Assigning Party. If the Other Party does consent to an Affiliate Assignment the Other Party shall be entitled to attach to its consent such conditions as the Other Party may in its sole discretion decide upon. 7.2. As a condition of Purchaserthe Other Party's consent, provided the assignee shall agree (iand will be deemed to have agreed) no Event with the Other Party to observe the obligations of Default the Assigning Party under this Agreement by entering into an assumption agreement with the Other Party and the Assigning Party, in such form as the Other Party may require, and shall pay the Other Party's costs and solicitor's fees and disbursements for preparing such assumption agreement. The Assigning Party further agrees that if the Other Party consents to any such Assignment, the Assigning Party shall be responsible for and shall hold the Other Party harmless from any and all costs and expenses arising under this Agreement (including without limitation, arising from any changes to the Signage, or items arising under Section 3 and all other expenses, costs, and charges incurred by the Other Party with respect to Purchaser has occurred and is then continuing, (ii) or arising out or caused by any such Affiliate assumes all of Purchaser’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal Assignment). Any consent by the Other Party to or better than that of Purchaser as reasonably determined by Seller, and (iv) no Event of Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect to such assignment. (c) Purchaser’s consent any Assignment shall not be required: (1) for Seller or constitute a Project Lender to assign this Agreement to an Affiliate of Seller, provided (i) no Event of Default with respect to Seller has occurred and is then continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect to such assignment; or (2) for Seller to assign this agreement for collateral purposes to a Project Lender. Seller shall notify Purchaser, pursuant to Section 15.1, of any such assignment to the Project Lender no later than thirty (30) days after the assignment. (d) The foregoing restrictions shall not prohibit Seller from selling limited partnership interests, limited liability interests, or any other equity or ownership interests to third parties. (e) Unless Purchaser agrees to waive the assignor’s continuing obligations pursuant to this Agreement, no assignment of this Agreement or waiver of the rights or obligations by Seller will relieve Seller of liability requirement for any breach consent by the assignee or for Other Party to any other failure subsequent Assignment by the assignee to perform its obligations hereunderAssigning Party or by any assignee.

No Assignment Without Consent. (a) Except as permitted in this Article 14below, neither Party shall assign this Agreement or any portion thereofhereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided (i) at least thirty (30) days’ prior written . Prior notice of any such assignment shall be given to the other Party; (ii) any assignee shall expressly assume . Notwithstanding the assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this Agreement; (iii) no such assignment shall impair any Security given by Seller hereunder; and (iv) before the above: 20.1.1 This Agreement is may be assigned by SellerComverge, without the assignee must first obtain such approvals prior approval of NPC: (a) as may be required by part of a reorganization, merger, share exchange, consolidation or sale or disposition of all applicable Governmental Authorities. or substantially all of the assets of Comverge; or (b) Seller’s consent to a wholly owned subsidiary of Comverge, where Comverge shall be a guarantor. In the event of any such assignment, Comverge shall remain liable under this Agreement until (x) NPC consents to the release of Comverge (which shall not be required unreasonably withheld or delayed) and (y) Comverge’s successor or assignee consents in writing to be bound by the obligations of Comverge. This Agreement may also be collaterally assigned by Comverge, without the prior approval of NPC, for Purchaser to assign this the benefit of Comverge’s lenders or in connection with an initial public offering. 20.1.2 This Agreement to an Affiliate may be assigned by NPC, without the prior approval of PurchaserComverge: (a) as part of a reorganization, provided (i) no Event merger, share exchange, consolidation or sale or disposition of Default with respect to Purchaser has occurred and is then continuing, (ii) such Affiliate assumes all or substantially all of Purchaser’s obligations hereunder the assets of NPC; (b) to Sierra Pacific Power or an “affiliated interest” as that term is defined in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Purchaser as reasonably determined by Seller, and (iv) no Event of Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect to such assignment. the Nevada Public Utility Act; (c) Purchaser’s consent to a legally authorized governmental or quasi-governmental agency charged with providing retail electric service in Nevada; or (d) as otherwise required by Applicable Law. In the event of any such assignment, NPC shall remain liable under this Agreement until (x) Comverge consents to the release of NPC (which shall not be required: (1unreasonably withheld or delayed) for Seller or a Project Lender to assign this Agreement to an Affiliate of Seller, provided (i) no Event of Default with respect to Seller has occurred and is then continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (ivy) no Event of Default NPC’s successor or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect assignee consents in writing to such assignment; or (2) for Seller to assign this agreement for collateral purposes to a Project Lender. Seller shall notify Purchaser, pursuant to Section 15.1, of any such assignment to the Project Lender no later than thirty (30) days after the assignment. (d) The foregoing restrictions shall not prohibit Seller from selling limited partnership interests, limited liability interests, or any other equity or ownership interests to third parties. (e) Unless Purchaser agrees to waive the assignor’s continuing obligations pursuant to this Agreement, no assignment of this Agreement or of the rights or obligations by Seller will relieve Seller of liability for any breach be bound by the assignee or obligations of NPC. This Agreement may also be collaterally assigned by NPC, without the prior approval of Comverge, for any other failure by the assignee to perform its obligations hereunderbenefit of NPC’s lenders.

No Assignment Without Consent. (a) Except as expressly permitted in this Article 14Section, neither Party shall assign this Agreement PPA or any portion thereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided that (i) at least thirty (30) days’ Days prior written notice Notice of any such assignment shall be given to the other Party; (ii) any assignee shall expressly assume the assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other Party agrees in writing in advance to waive the assignor’s continuing obligations pursuant to this AgreementPPA; (iii) no such assignment any assignee of Seller shall impair any Security given by Seller hereunderprovide required Security; and (iv) before the Agreement PPA is assigned by Sellera Party, the proposed assignee must first obtain such approvals as may be required by all applicable Governmental Authorities; (v) the proposed assignee is acceptable to any Financier to Seller and provides MP with reasonable evidence that the assignee itself, or the operator it proposes to use at the Facility, has past operational experience of at least two years at a renewable generation facility of equal or greater size than the Facility; and (vi) in the case of Seller, the assignee shall provide evidence that, if previously attained by the Seller and approved by the MPUC. (a) MP’s consent shall not be required for Seller to assign this PPA for collateral purposes to any Financier. (b) Notwithstanding the foregoing, Seller’s consent shall not be required for Purchaser MP to assign this Agreement PPA to an Affiliate of PurchaserMP, provided (i) no Event of Default with respect to Purchaser has occurred that MP provides assurances and is then continuing, (ii) such Affiliate assumes executes documents reasonably required by Seller and any Financiers regarding MP’s continued liability for all of PurchaserMP’s obligations hereunder under this PPA in writing, (iii) the event of any nonperformance on the part of such Affiliate’s creditworthiness is equal assignee. In the event that the assignee has or obtains an investment grade unsecured bond rating equivalent to or better than that the unsecured bond rating of Purchaser as reasonably determined by SellerMP (but in no event worse than the equivalent of BBB-), then Seller agrees to relieve MP from its obligations under this PPA and (iv) no Event of Default or breach of Purchaser’s obligations, representations or warranties hereunder would occur after giving effect to such assignment. (c) Purchaser’s consent shall not be required: (1) for Seller or a Project Lender to assign this Agreement to an Affiliate of Seller, provided (i) no Event of Default with respect to Seller has occurred and is then continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in writing, (iii) such Affiliate’s creditworthiness is equal to or better than that of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or breach of Seller’s obligations, representations or warranties hereunder would occur after giving effect to such assignment; or (2) for Seller to assign this agreement for collateral purposes to a Project Lender. Seller shall notify Purchaser, pursuant to Section 15.1, of any such assignment to the Project Lender no later than thirty (30) days after the assignment. (d) The foregoing restrictions shall not prohibit Seller from selling limited partnership interests, limited liability interests, or any other equity or ownership interests to third partiesassurances upon written request by MP. (e) Unless Purchaser agrees to waive the assignor’s continuing obligations pursuant to this Agreement, no assignment of this Agreement or of the rights or obligations by Seller will relieve Seller of liability for any breach by the assignee or for any other failure by the assignee to perform its obligations hereunder.