✨ Contractual Terms and Conditions
5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2685
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(b) the assignment or sale has been consented to by the other party in accordance with clause 18.1; or
(c) the assignment is to (in the case of Genesis Energy) a party which acquires the Tekapo Power Stations or (in the case of Meridian) a party which acquires the Waitaki Power Stations and the other party has consented to that assignment in accordance with clause 18.3.
18.3 Sale of Stations: A party must consent to an assignment in accordance with clause 18.2(c) by the other party if the proposed assignee has the financial substance reasonably necessary to comply with its obligations under this agreement. An assignee is deemed to have that financial substance if it holds a credit rating of BBB or better from Standard & Poors, or an equivalent credit rating from another recognised credit rating agency.
18.4 Subsidiary: In the event that a party assigns to a wholly-owned subsidiary in accordance with clause 18.2(a), that party shall ensure that that wholly-owned subsidiary remains as such for the entire Term.
18.5 No assignment without transfer: In no event shall Genesis Energy be entitled to assign this agreement without also transferring all of the Tekapo Power Stations to the same person or persons to whom this agreement shall be assigned, and (pursuant to clause 18.6) all of whom shall be jointly and severally liable for the performance of this agreement, unless Genesis Energy has obtained Meridian’s consent in accordance with clause 18.1. In no event shall Meridian be entitled to assign this agreement without also transferring all of the Waitaki Power Stations to the same person or persons to whom this agreement shall be assigned, and (pursuant to clause 18.6) all of whom shall be jointly and severally liable for the performance of this agreement, unless Meridian has obtained Genesis Energy’s consent in accordance with clause 18.1.
18.6 Valid and binding undertaking required: No assignment of this agreement shall be effective unless the assigning party delivers to the other party a binding undertaking executed by the assignee (in a form acceptable to that other party, acting reasonably) in favour of the other party that the assignee agrees to observe and be bound by this agreement as if it had executed this agreement as the assigning party. On and following the date of delivery of such undertaking, the assigning party shall be released in all respects from, and shall no longer be liable in respect of, any duties or obligations arising under this agreement, unless the assignment is to a wholly-owned subsidiary in accordance with clause 18.2(a), in which case the assigning party shall remain bound by this agreement for the entire Term.
18.7 Change of Control: A change of shareholding in or control of Genesis Energy or Meridian will have no consequence in terms of this agreement.
19. DEFAULT AND TERMINATION
19.1 Termination: If in respect of either party:
(a) that party:
(i) is, becomes, or is deemed to be, insolvent or bankrupt; or
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NZ Gazette 2011, No 93
✨ LLM interpretation of page content
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Permitted Assignment Clause
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⚖️ Justice & Law EnforcementAssignment, Legal Proceedings, Contractual Terms, Financial Substance