This excerpt taken from the SO 10-Q filed May 7, 2009.
17.1 Restriction on Assignment. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the Parties. Except as provided in Sections 17.2 and 17.3, neither Party may assign this Agreement or any right or obligation under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Except for transfers according to Section 17.2, no transfer or assignment permitted or consented to according to this Article 17 shall relieve the transferring Party of responsibility or liability for any obligation or liability under this Agreement. Any purported assignment in contravention of this Section 17.1 shall be void.
17.2 Exception for Transfers to Affiliates. Notwithstanding Section 17.1, Either Party has the right, without the consent of the other Party, to assign this Agreement, in whole or in part, to an Affiliate, provided that in any such case (i) the assignee shall assume the obligations of the assigning Party under this Agreement and (ii) any performance assurance required under Article 10 shall remain in place.
17.3 Exception for Financing. Notwithstanding Section 17.1, Shell may, without Gulf Powers consent, collaterally assign its rights under this Agreement as security for indebtedness. If Shell collaterally assigns its rights under this Agreement, Gulf Power shall, upon Shells request, deliver to Shell an opinion of counsel and a consent and agreement in a form and substance reasonably requested by Shell.
This excerpt taken from the SO 10-Q filed Aug 6, 2008.
Assignment. Neither Party shall be entitled to assign this Software License or its rights hereunder or to delegate or subcontract its obligations hereunder, in whole or in part, without the express written consent of the other Party hereto; provided, however, that this Software License may be assigned by the Owners to any agent, replacing Georgia Power Company as agent for the Owners, pursuant to the provisions of the Ownership Agreement; and provided further that any Owner shall be permitted to assign this Software License to another Owner or to an Affiliate, or to any Third Party in accordance with the Ownership Agreement, who is able to satisfy either the credit rating requirements set forth in Section 8.7 or provide the letter of credit or other
acceptable collateral pursuant to Section 8.7, or to any Financing Parties for collateral purposes. Notwithstanding the above, assignment rights for Third-Party Software shall be subject to the terms of the associated Third-Party Software license and may require ratification by the Third-Party. Any assignment or transfer in violation of this Software License will be null and void. This Software License and the rights and obligations of either Party hereto will be binding upon and will inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
(a) Applicable law. This Software License will be governed exclusively by and construed in accordance with the laws of the state of Georgia, without giving effect to those laws relating to conflict of laws.
(b) Waiver. No party will be deemed to have waived any provision of this Software License unless such waiver is made explicit in writing and signed by the party waiving such provision. No waiver will be deemed to be a continuing waiver unless so stated in writing.
(c) Amendment. No change, amendment, or modification of this Software License will be binding upon the parties unless such change, amendment, or modification is in writing and duly executed by the parties.
(d) Severability. If any one or more of the provisions in this Software License or any application of such provision is held to be invalid, illegal or unenforceable in any respect by a competent tribunal, the validity, legality and enforceability of the remaining provisions in this Software License and all other applications of the remaining provisions shall not in any way be affected or impaired by such invalidity, illegality or unenforceability.
(e) Entire Agreement. This Software License contains the entire agreement of the parties and there are no oral or written representations, understandings or agreements between the parties respecting the subject matter of this Software License that are not expressed herein.
(f) Notice. All notices and other communications hereunder shall be in writing and shall be delivered in accordance with the notice provisions contained in the Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Software License as of the Effective Date.