Common use of Permitted Assignment by Seller Clause in Contracts

Permitted Assignment by Seller. (a) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (i) an Affiliate of Seller or (ii) any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law) if, and only if (A) the assignee is a Permitted Transferee; (B) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and (C) Seller has provided Buyer a written agreement signed by the Person to which ▇▇▇▇▇▇ wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. Notwithstanding the foregoing, any assignment by Seller or its successors or assigns under this Section 14.3(a) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by ▇▇▇▇▇. (b) Buyer may, without the prior written consent of Seller, transfer or assign this Agreement to any member of Buyer that (A) has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, and (B) is a load serving entity; provided, Buyer shall give Seller Notice at least fifteen (15) Business Days before the date of such proposed assignment and provide to Seller a written agreement, reasonably acceptable to Seller, signed by the Person to which Buyer wishes to assign its interests that provides that such Person will assume all of Buyer’s obligations and liabilities under this Agreement upon such transfer or assignment. Notwithstanding the foregoing, any assignment by ▇▇▇▇▇ or its successors or assigns under this Section 14.3(b) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Seller.

Permitted Assignment by Seller. Except as may be precluded by, or would cause Buyer to be in violation of the Political Reform Act, (aCal. Gov . Code section 81000 et seq,) or the regulations thereto, Cal. Government Code section 1090, ▇▇▇▇▇’s Conflict of Interest Code/Policy or any other conflict of interest Law, Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (i) to an Affiliate of Seller Seller. In addition, ▇▇▇▇▇’s written consent will not be unreasonably withheld for the transfer or (ii) assignment of this Agreement to any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law) law and whether by assignment or change of control), if, and only if if:‌ (Ai) the assignee is a Permitted Transferee; ; (Bii) Seller has given Buyer Notice at least fifteen forty-five (1545) Business Days days before the date of such proposed assignmentassignment or change of control; and and (Ciii) Seller has provided Buyer a written agreement signed by the Person to which ▇▇▇▇▇▇ Seller wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. Notwithstanding Except as provided in the foregoingfirst sentence of this Section 14.3, any assignment by Seller or ▇▇▇▇▇▇, its successors or assigns under this Section 14.3(a) 14.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by ▇▇▇▇▇. (b) Buyer may, without the prior written consent of Seller, transfer or assign this Agreement to any member of Buyer that (A) has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, and (B) is a load serving entity; provided, Buyer shall give Seller Notice at least fifteen (15) Business Days before the date of such proposed assignment and provide to Seller a written agreement, reasonably acceptable to Seller, signed by the Person to which Buyer wishes to assign its interests that provides that such Person will assume all of Buyer’s obligations and liabilities under this Agreement upon such transfer or assignment. Notwithstanding the foregoing, any assignment by ▇▇▇▇▇ or its successors or assigns under this Section 14.3(b) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Seller.

Permitted Assignment by Seller. Except as may be precluded by, or would cause Buyer to be in violation of the Political Reform Act, (aCal. Gov . Code section 81000 et seq,) or the regulations thereto, Cal. Government Code section 1090, ▇▇▇▇▇’s Conflict of Interest Code/Policy or any other conflict of interest Law, Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (i) to an Affiliate of Seller Seller. In addition, ▇▇▇▇▇’s written consent will not be unreasonably withheld for the transfer or (ii) assignment of this Agreement to any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law) law and whether by assignment or change of control), if, and only if if: (Ai) the assignee is a Permitted Transferee; ; (Bii) Seller has given Buyer Notice at least fifteen thirty (1530) Business Days before the date of such proposed assignmentassignment or change of control; and and (Ciii) Seller has provided Buyer a written agreement signed by the Person to which ▇▇▇▇▇▇ Seller wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. Notwithstanding Except as provided in the foregoingfirst sentence of this Section 14.3, any assignment by Seller or ▇▇▇▇▇▇, its successors or assigns under this Section 14.3(a) 14.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by ▇▇▇▇▇. (b) Buyer may, without the prior written consent of Seller, transfer or assign this Agreement to any member of Buyer that (A) has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, and (B) is a load serving entity; provided, Buyer shall give Seller Notice at least fifteen (15) Business Days before the date of such proposed assignment and provide to Seller a written agreement, reasonably acceptable to Seller, signed by the Person to which Buyer wishes to assign its interests that provides that such Person will assume all of Buyer’s obligations and liabilities under this Agreement upon such transfer or assignment. Notwithstanding the foregoing, any assignment by ▇▇▇▇▇ or its successors or assigns under this Section 14.3(b) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Seller.

Permitted Assignment by Seller. (a) Seller may, upon prior written notice to, but without the prior written consent of of, Buyer, transfer or assign this Agreement to: Agreement, including through a Change of Control, (ix) to an Affiliate of Seller or (iiy) any Person succeeding to all on or substantially all of after the assets of Seller Construction Start Date, if: (whether voluntary or by operation of law) if, and only if (Aa) the assignee transfer or assignment is to a Permitted Transferee; ; (Bb) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; , transfer, or Change of Control; (c) Except in the case of a Change of Control where all of Seller’s obligations and (C) liabilities are directly or indirectly assumed, Seller has provided Buyer a written agreement or certificate signed by the Person to which ▇▇▇▇▇▇ Seller wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and assignment; (yd) certifies Seller has provided Buyer with a certificate signed by the Person to which Seller wishes to assign its interests certifying that such Person meets the definition of a Permitted Transferee; and (e) Such transfer or assignment is not in violation of applicable Law. Notwithstanding the foregoing, any Any assignment by Seller or ▇▇▇▇▇▇, its successors or assigns under this Section 14.3(a) 14.3 shall be of no force and effect unless and until such the Notice under clause (b) and agreement the agreements and certificates required under clauses (c) and (d), if applicable, by the assignee have been received and accepted by ▇▇▇▇▇. (b) Buyer mayBuyer. For clarity, without neither the prior written consent of Seller, transfer or assign assignment of this Agreement through foreclosure by any Lender on the assets of Seller or on the direct or indirect ownership interests in Seller nor the transfer or assignment of this Agreement or such ownership interests in Seller to any member of Buyer that (A) has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, and (B) is a load serving entity; provided, Buyer shall give Seller Notice at least fifteen (15) Business Days before the date Lender in lieu of such proposed foreclosure (including any transfer or assignment and provide of this Agreement or such ownership interests in Seller subsequent to Seller such foreclosure or transfer or assignment in lieu of foreclosure to a written agreement, reasonably acceptable to Seller, signed by the Person to which Buyer wishes to assign its interests that provides that such Person will assume all of Permitted Transferee) shall require Buyer’s obligations consent provided that clauses (a) through (e) are followed and liabilities under this Agreement upon such transfer or assignment. Notwithstanding the foregoing, any assignment by ▇▇▇▇▇ or its successors or assigns under this Section 14.3(b) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Sellercompleted.

Permitted Assignment by Seller. Except as may be precluded by, or would cause Buyer to be in violation of the Political Reform Act, (aCal. Gov . Code section 81000 et seq,) or the regulations thereto, Cal. Government Code section 1090, ▇▇▇▇▇’s Conflict of Interest Code/Policy or any other conflict of interest Law, Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (i) to an Affiliate of Seller Seller. In addition, ▇▇▇▇▇’s written consent will not be unreasonably withheld for the transfer or (ii) assignment of this Agreement to any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law) law and whether by assignment or change of control), if, and only if if: (Ai) the assignee is a Permitted Transferee; ; (Bii) Seller has given Buyer Notice at least fifteen forty-five (1545) Business Days days before the date of such proposed assignmentassignment or change of control; and and (Ciii) Seller has provided Buyer a written agreement signed by the Person to which ▇▇▇▇▇▇ Seller wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. Notwithstanding Except as provided in the foregoingfirst sentence of this Section 14.3, any assignment by Seller or ▇▇▇▇▇▇, its successors or assigns under this Section 14.3(a) 14.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by ▇▇▇▇▇. (b) Buyer may, without the prior written consent of Seller, transfer or assign this Agreement to any member of Buyer that (A) has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, and (B) is a load serving entity; provided, Buyer shall give Seller Notice at least fifteen (15) Business Days before the date of such proposed assignment and provide to Seller a written agreement, reasonably acceptable to Seller, signed by the Person to which Buyer wishes to assign its interests that provides that such Person will assume all of Buyer’s obligations and liabilities under this Agreement upon such transfer or assignment. Notwithstanding the foregoing, any assignment by ▇▇▇▇▇ or its successors or assigns under this Section 14.3(b) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Seller.

Permitted Assignment by Seller. Except as may be precluded by, or would cause‌ Buyer to be in violation of the Political Reform Act, (aCal. Gov . Code section 81000 et seq,) or the regulations thereto, Cal. Government Code section 1090, ▇▇▇▇▇’s Conflict of Interest Code/Policy or any other conflict of interest Law, Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (i) to an Affiliate of Seller Seller. In addition, ▇▇▇▇▇’s written consent will not be unreasonably withheld for the transfer or (ii) assignment of this Agreement to any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law) law and whether by assignment or change of control), if, and only if if: (Ai) the assignee is a Permitted Transferee; ; (Bii) Seller has given Buyer Notice at least fifteen forty-five (1545) Business Days days before the date of such proposed assignmentassignment or change of control; and and (Ciii) Seller has provided Buyer a written agreement signed by the Person to which ▇▇▇▇▇▇ Seller wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. Notwithstanding Except as provided in the foregoingfirst sentence of this Section 14.3, any assignment by Seller or ▇▇▇▇▇▇, its successors or assigns under this Section 14.3(a) 14.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by ▇▇▇▇▇. (b) Buyer may, without the prior written consent of Seller, transfer or assign this Agreement to any member of Buyer that (A) has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, and (B) is a load serving entity; provided, Buyer shall give Seller Notice at least fifteen (15) Business Days before the date of such proposed assignment and provide to Seller a written agreement, reasonably acceptable to Seller, signed by the Person to which Buyer wishes to assign its interests that provides that such Person will assume all of Buyer’s obligations and liabilities under this Agreement upon such transfer or assignment. Notwithstanding the foregoing, any assignment by ▇▇▇▇▇ or its successors or assigns under this Section 14.3(b) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Seller.

Permitted Assignment by Seller. (a) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (i) directly or indirectly to an Affiliate of Seller or (ii) any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law) if, and only if if: (A) the assignee is a Permitted Transferee; (Bi) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and (ii) Seller has provided Buyer a written agreement signed by the Affiliate to which Seller wishes to assign its interests that provides that such Affiliate will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment. (Cb) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to any Person succeeding to all, or substantially all, of the assets of Seller (whether voluntary or by operation of law), if, and only if: (i) The assignee is a Permitted Transferee; (ii) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and (iii) Seller has provided Buyer a written agreement signed by the Person to which ▇▇▇▇▇▇ Seller wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. (c) Notwithstanding the foregoing, any assignment by Seller or ▇▇▇▇▇▇, its successors or assigns under this Section 14.3(a) 14.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted confirmed by ▇▇▇▇▇. (b) Buyer may, without the prior written consent of Seller, transfer or assign this Agreement to any member of Buyer that (A) has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, and (B) is a load serving entity; provided, Buyer shall give Seller Notice at least fifteen (15) Business Days before the date of such proposed assignment and provide to Seller a written agreement, reasonably acceptable to Seller, signed by the Person to which Buyer wishes to assign its interests that provides that such Person will assume all of Buyer’s obligations and liabilities under this Agreement upon such transfer or assignment. Notwithstanding the foregoing, any assignment by ▇▇▇▇▇ or its successors or assigns under this Section 14.3(b) shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and accepted by Seller.