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14. Assignment <br />(a) Purchaser shall not assign this Agreement or any of its rights or obligations hereunder without <br />the prior written consent of Power Purchaser, which consent shall not be unreasonably withheld, conditioned <br />or delayed. Notwithstanding the foregoing, Purchaser may assign this Agreement and its rights and obligations <br />hereunder in connection with the sale or lease of the Site or the business operated by Purchaser at the Site, <br />provided that the assignee is financially sound and capable of performing Purchaser's obligations under this <br />Agreement, as determined by Power Provider, or to an Affiliate or subsidiary of Purchaser, in each case <br />without Power Provider's prior consent. Power Provider may assign any or all of its rights or obligations under <br />this Agreement without Purchaser's consent, including without limitation to any Affiliate of Power Provider, <br />and/or to any lender or lessor providing financing to Power Provider or any of Power Provider's Affiliates for <br />the Solar Power Facility at the Site(Lender/Lessor" ), provided, that, Power Provider shall give notice to <br />Purchaser of any such assignment as soon as practicable thereafter and provided further that Guamator's <br />Guaranty shall remain in full force and effect after any such assignment. If Power Provider collaterally assigns <br />this Agreement or its rights hereunder to a Lender or Lessor, Purchaser shall execute any consents reasonably <br />required by such Lender/Lessor in form and substance acceptable to Purchaser and Lender/Lessor to effect an <br />assignment of the Agreement as collateral, If Power Provider assigns this Agreement to an entity other than a <br />Lender/Lessor, such assignee shall be financially sound and capable of performing Power Provider's <br />obligations under this Agreement, as reasonably determined by Purchaser, and an experienced owner/operator <br />of solar electric systems. Any purported assignment made in violation of this Section 14(a) shall be deemed <br />void. <br />(b) With respect to an assignment by Power Provider to a Lender/Lessor in accordance with <br />Section 14(a), Purchaser and Power Provider acknowledge and agree that, upon receipt of written notice and <br />direction by any Lender/Lessor of Power Provider that Power Provider is in default under its financing <br />agreements with Lender/Lessor, and notwithstanding any instructions to the contrary by Power Provider, <br />Purchaser shall (i) make any and all payments due and owing by Purchaser under this Agreement directly to <br />Lender/Lessor, and (ii) tender performance of any and all other covenants by Purchaser under this Agreement <br />to and for the benefit of Lender/Lessor and as the Lender/Lessor may direct in the future. Furthermore, if <br />directed in writing by Lender/Lessor, Purchaser will recognize such Lender/Lessor, or any third party to whom <br />such Lender/Lessor has reassigned the rights of Power Provider under this Agreement, as the proper and lawful <br />provider of power under this Agreement and fully entitled to receive payments with respect thereto and <br />possessing all other rights of the Power Provider hereunder so long as such Lender/Lessor (or its assignee or <br />designee) performs the obligations of Power Provider hereunder. Purchaser shall be protected and shall incur <br />no liability in acting or proceeding in good faith upon any such foregoing written notice and direction by <br />Lender/Lessor which Purchaser shall in good faith believe to be genuine. Purchaser shall be under no duty to <br />make any investigation or inquiry as to any statements contained or matters referred to in any such foregoing <br />notice and direction, but may accept and rely upon them as conclusive evidence of the truth and accuracy of <br />such statements. <br />(c) Purchaser shall use reasonable efforts to notify Lender/Lessor of a default by Power Provider <br />under this Agreement, provided, however that a failure by Purchaser to notify Lender/Lessor shall not limit, <br />delay or prevent the exercise by Purchaser of its rights and remedies hereunder with respect to such default. <br />Lender/Lessor shall have the same amount of time as Power Provider, but at least ten (10) days with respect to <br />any monetary default and at least thirty (30) days with respect to any non -monetary default, to cure any default <br />by Power Provider under the Agreement, provided, that, in no event shall Lender/Lessor be obligated to cure <br />any such default. <br />Page 17 of 30 <br />SE PPA 11/11/15 <br />