Enron Mail |
Here's a somewhat refined version, with a reference to the financing reps.
Do we want to be more specific? Seller shall only be deemed to be reasonable in withholding its consent if the proposed assignee: (i) does not have a credit rating of [___] unless (a) the proposed assignee provides appropriate guaranties, letters of credit or other assurances of payment issued by an entity or person with a credit rating of [__], or (b) the assignor agrees to remain liable for all liability under this Agreement until [appropriate milestone], or © is a party participating in or providing financing or financing structures, including, without limitation, structures related to leasing arrangements and project financing, including a special purpose vehicle receiving financing to develop and/or construct the project for which Purchaser or Agent purchased the Equipment, if Purchaser or Agent has provided reasonably satisfactory representations concerning the sufficiency of the financing arrangement, or (d) final payment (except for the retention amount) has been made to Seller; (ii) is a direct competitor of Seller in the turbine manufacturing business, (iii) is an adverse party to Seller in any material litigation, or (iv) if purchasing the Equipment, such assignee is not purchasing such Equipment (or rights thereto) as part of a transaction in which Purchaser, Agent or their Affiliates is providing related goods and/or services to such assignee.
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