NST » Topics » 13. ASSIGNMENT

These excerpts taken from the NST 10-K filed Feb 21, 2006.

9.8 Assignment

 

Neither of the Parties hereto shall assign its rights or obligations hereunder without the prior written consent of the other Party.

 

7.3 Assignment.

 

(a) This Agreement shall be binding upon and inure to the benefit of the respective administrators, representatives, successors and permitted assigns of the Parties.

 

(b) Neither Party may assign, sell, transfer or in any other way convey its rights, duties or obligations under this Agreement, either in whole or in part, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), except that (i) NEA may assign its interests in this Agreement to the Senior Note Holders and the Senior Trustee as collateral security without the consent of the Utilities; provided, however, that in the case of any such assignment, NEA shall not be released from any obligations under this Agreement and (ii) any subsequent assignment of the rights and interests under this Agreement and the Amended and Restated Power Purchase Agreements by the holders of the Senior Secured Notes or the Senior Trustee in accordance with the documents referenced in Schedule 2.2(b)(iii); to any third party arising as a result of a default hereunder or under the Senior Secured Notes may be made without the Utilities’ consent provided, however, that in the case of any such subsequent assignment, NEA shall not be released from any obligations under this Agreement.

 

13. ASSIGNMENT

 

13.1 Prohibition on Assignment. Except as provided in Section 13.2 hereof, this Agreement may not be assigned by either Party without the prior written consent of the other Party, which may not be unreasonably withheld. Any attempted or purported assignment of this Agreement that is not expressly permitted pursuant to Section 13.2 hereof shall be null and void and shall have no effect on or with respect to the rights and obligations of the Parties hereunder.

 

13.2 Permitted Assignment.

 

(a) NEA shall have the right to assign all or any portion of its rights or obligations under this Agreement without the consent of CECO solely for financing purposes to existing and any future lenders secured, in whole or in part, by interests in the Facility, NEA’s contractual rights, or NEA or Affiliates of NEA. Such assignment to lenders shall not operate to relieve NEA of any duty or obligation under this Agreement. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s), provided that CECO determines, in CECO’s reasonable discretion, that such proposed transferee or assignee is qualified and capable to satisfy NEA’s obligations hereunder.

 

(b) CECO shall have the right to assign this Agreement in connection with a CECO Reorganization Event to any assignee without the consent of NEA so long as (i) the proposed assignee serves load in NEPOOL and (ii) the proposed assignee’s credit rating as established by Moody’s or S&P is equal to or better than that of CECO at the time of the proposed assignment (provided, that any such rating that is on “watch” for downgrading shall not satisfy the credit rating criteria described in clause (ii)).

 

(c) If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be delivered to the other Party an assumption agreement (in form and substance reasonably satisfactory to the non-assigning Party) of all of the obligations of the assigning Party hereunder by such assignee.

 

(d) An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof.

 

13. ASSIGNMENT

 

13.1 Prohibition on Assignment. Except as provided in Section 13.2 hereof, this Agreement may not be assigned by either Party without the prior written consent of the other Party, which may not be unreasonably withheld. Any attempted or purported assignment of this Agreement that is not expressly permitted pursuant to Section 13.2 hereof shall be null and void and shall have no effect on or with respect to the rights and obligations of the Parties hereunder.

 

13.2 Permitted Assignment.

 

(a) NEA shall have the right to assign all or any portion of its rights or obligations under this Agreement without the consent of CECO solely for financing purposes to existing and any future lenders secured, in whole or in part, by interests in the Facility, NEA’s contractual rights, or NEA or Affiliates of NEA. Such assignment to lenders shall not operate to relieve NEA of any duty or obligation under this Agreement. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s), provided that CECO determines, in CECO’s reasonable discretion, that such proposed transferee or assignee is qualified and capable to satisfy NEA’s obligations hereunder.

 

(b) CECO shall have the right to assign this Agreement in connection with a CECO Reorganization Event to any assignee without the consent of NEA so long as (i) the proposed assignee serves load in NEPOOL and (ii) the proposed assignee’s credit rating as established by Moody’s or S&P is equal to or better than that of CECO at the time of the proposed assignment (provided, that any such rating that is on “watch” for downgrading shall not satisfy the credit rating criteria described in clause (ii)).

 

(c) If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be delivered to the other Party an assumption agreement (in form and substance reasonably satisfactory to the non-assigning Party) of all of the obligations of the assigning Party hereunder by such assignee.

 

(d) An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof.

 

13. ASSIGNMENT

 

13.1 Prohibition on Assignment. Except as provided in Section 13.2 hereof, this Agreement may not be assigned by either Party without the prior written consent of the other Party, which may not be unreasonably withheld. Any attempted or purported assignment of this Agreement that is not expressly permitted pursuant to Section 13.2 hereof shall be null and void and shall have no effect on or with respect to the rights and obligations of the Parties hereunder.

 

13.2 Permitted Assignment.

 

(a) NEA shall have the right to assign all or any portion of its rights or obligations under this Agreement without the consent of BECO solely for financing purposes to existing and any future lenders secured, in whole or in part, by interests in the Facility, NEA’s contractual rights, or NEA or Affiliates of NEA. Such assignment to lenders shall not operate to relieve NEA of any duty or obligation under this Agreement. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s), provided that BECO determines, in BECO’s reasonable discretion, that such proposed transferee or assignee is qualified and capable to satisfy NEA’s obligations hereunder.

 

(b) BECO shall have the right to assign this Agreement in connection with a BECO Reorganization Event to any assignee without the consent of NEA so long as (i) the proposed assignee serves toad in NEPOOL and (ii) the proposed assignee’s credit rating as established by Moody’s or S&P is equal to or better than that of BECO at the time of the proposed assignment (provided, that any such rating that is on “watch” for downgrading shall not satisfy the credit rating criteria described in clause (ii)).

 

(c) If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be delivered to the other Party an assumption agreement (in form and substance reasonably satisfactory to the non-assigning Party) of all of the obligations of the assigning Party hereunder by such assignee.

 

(d) An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof.

 

13. ASSIGNMENT

 

13.1 Prohibition on Assignment. Except as provided in Section 13.2 hereof, this Agreement may not be assigned by either Party without the prior written consent of the other Party, which may not be unreasonably withheld. Any attempted or purported assignment of this Agreement that is not expressly permitted pursuant to Section 13.2 hereof shall be null and void and shall have no effect on or with respect to the rights and obligations of the Parties hereunder.

 

13.2 Permitted Assignment.

 

(a) NEA shall have the right to assign all or any portion of its rights or obligations under this Agreement without the consent of BECO solely for financing purposes to existing and any future lenders secured, in whole or in part, by interests in the Facility, NEA’s contractual rights, or NEA or Affiliates of NEA. Such assignment to lenders shall not operate to relieve NEA of any duty or obligation under this Agreement. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s), provided that BECO determines, in BECO’s reasonable discretion, that such proposed transferee or assignee is qualified and capable to satisfy NEA’s obligations hereunder.

 

(b) BECO shall have the right to assign this Agreement in connection with a BECO Reorganization Event to any assignee without the consent of NEA so long as (i) the proposed assignee serves load in NEPOOL and (ii) the proposed assignee’s credit rating as established by Moody’s or S&P is equal to or better than that of BECO at the time of the proposed assignment (provided, that any such rating that is on “watch” for downgrading shall not satisfy the credit rating criteria described in clause (ii)).

 

(c) If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be delivered to the other Party an assumption agreement (in form and substance reasonably satisfactory to the non-assigning Party) of all of the obligations of the assigning Party hereunder by such assignee.

 

(d) An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof.

 

EXCERPTS ON THIS PAGE:

10-K (6 sections)
Feb 21, 2006
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