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8.A. - Page 51 <br /> (i) Buyer consents to the collateral assignment by Seller to a Financing Party that has <br /> provided financing for a Facility or the Generating Facilities, of the Seller's right, <br /> title and interest in and to this Agreement. <br /> (ii) Buyer will deliver to the Financing Party, concurrently with delivery thereof to <br /> Seller, a copy of each notice of default given by Buyer under this Agreement, <br /> inclusive of a reasonable description of Seller default. <br /> Any Collateral Assignment by Seller shall not release either Party of its obligations <br /> hereunder. In the event that a Financing Party exercises its right to assume all of Seller's <br /> rights, interests and obligations under this Agreement, it shall do so in writing. <br /> 12.2 Assignment. Except as otherwise provided in Section Article 12.1 Seller shall not sell, <br /> transfer or assign the Seller's rights and obligations under this Agreement,or any interest <br /> in this Agreement(collectively, a "Full Assignment"), without the prior written consent of <br /> Buyer,provided,however,that,without the prior consent of Buyer,Seller may fully assign <br /> this Agreement to an Affiliate of Seller, if Affiliate is wholly owned by Seller. For any <br /> assignment requiring Buyer's consent, Buyer has thirty (30) days to approve or deny <br /> Seller's written request for Full Assignment (unless the parties mutually agree in writing <br /> to a longer period). Upon the completion of a Full Assignment by Seller that follows the <br /> requirements of this Agreement, the term "Seller" shall mean the Assignment Assignee. <br /> Buyer's consent to any Full Assignment shall not be unreasonably withheld, conditioned <br /> or delayed if Buyer has been provided with proof to the Buyer's reasonable satisfaction <br /> that the proposed assignee (and subcontractor(s) with whom it has an active contract): <br /> (a) has experience in operating and maintaining fuel cell or solar PV systems, as <br /> applicable, greater than or equal to that of Seller; and <br /> (b) has the financial capability and credit rating equal to or greater than that of Seller;and <br /> (c) has the ability to maintain the Facility and provide the services provided pursuant to <br /> this Agreement in the manner required by this Agreement; and <br /> (d) provides proof that it complies with the Removal Fund requirements of this <br /> Agreement. <br /> Seller will not sell,lease,or otherwise convey its interest in the Facility to any Person unless <br /> it also makes a Full Assignment to such Person and such assignment is permitted by this <br /> Agreement.Assignments or transfers not permitted or in compliance with this section will <br /> be null and void.Any assignment by Seller without required prior written consent of Buyer <br /> shall not release Seller of its obligations hereunder. <br /> 12.3 Rights of Assignees Upon Event of Default. <br /> In the case where a Seller has defaulted under its obligations under this Agreement, any <br /> Financing Party shall have the right but not the obligation to (a) cure such default on <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 43 of 55 <br />