63.1 Affiliated Company assignment: The Company shall have the right to assign all (but not less than all) its rights, interests, and obligations under this Agreement and any related agreements to an Affiliate subject to the following procedures:

(a) The Company shall provide Notice to the Grantor no less than 6 months prior to the effective date of the proposed assignment;

(b) If the Grantor does not reply to such Notice within 30 days of its receipt, the Grantor shall be deemed to consent to the assignment;

(c) The Affiliate shall acknowledge and agree in writing that it has the capacity to perform all the obligations of the Company under this Agreement.

63.2 Where the Grantor so requires, the Affiliate and the Grantor shall conclude a new Agreement incorporating the terms of this Agreement by reference, subject to any necessary modifications.

63.3 Third-party assignment: The Company shall have the right to assign all (but not less than all) its rights, interests, and obligations under this Agreement and any related agreements to a third party (the Third-Party Assignee), subject to the following procedures:

63.4 The Company shall provide Notice to the Grantor no less than 6 months prior to the effective date of the proposed assignment, including:

(a) the reason for the proposed assignment; and

(b) a written report of consultations in respect of the proposed assignment which the Company and the Third-Party Assignee have held with Legitimate Tenure Right Holders, the Local Community, Indigenous Peoples, Workers [and Contract Farmers], evidencing Free, Prior, and Informed Consent of individuals and groups.

63.5 If the Grantor does not reply to such Notice within 30 days of its receipt, the Grantor shall be deemed to withhold its consent and the assignment shall not take place.

63.6 If the Grantor consents to the assignment, the Third-Party Assignee shall:

(a) acknowledge and agree in writing that it has the capacity to perform all the obligations of the Company under this Agreement;

(b) acknowledge and agree in writing that it makes each of the representations, warranties and undertakings of the Company provided for in Section 9;

(c) provide written confirmation from a bank, financing institution, Affiliate of the Third-Party Assignee or a duly authorized representative of the Third-Party Assignee with supporting documents evidencing that the Third-Party Assignee has access to sufficient financing, and indicating the source of that financing, to deliver the Project in accordance with the terms of this Agreement and as required by the Approved Business Plan; and

(d) provide a complete and accurate statement of the Third-Party Assignee’s corporate organization, including:

(i) the full name and nationality of all executive and non-executive directors and senior officers of the Third-Party Assignee;

(ii) the full name and nationality of each person who is a beneficial owner of [10%]/[insert other amount] or more of the Third-Party Assignee’s shares or voting rights; and

(iii) the full name and Home State of each Affiliate of the Third-Party Assignee and a description of the relationship between the Third-Party Assignee and that Affiliate.

63.7 Where the Grantor so requires, the Third-Party Assignee and the Grantor shall conclude a new Agreement incorporating the terms of this Agreement by reference, subject to any necessary modifications.

63.8 On any effective assignment of this Agreement to a Third-Party Assignee approved by the Grantor, the Company shall be released from its liabilities under this Agreement.

63.9 The Grantor shall not transfer or assign its rights or obligations under this Agreement or create or permit to be created any encumbrance or claim on its rights in this Agreement.

For more information: See generally IISD, 2014, Section 14 (Assignment); ISLP & CCSI, 2016, Section 2.16 (Assignment and Novation); Cotula, 2016, Section 3.2 (p. 48. Ensuring That the Company Has the Necessary Capabilities: Investor Identity and Assignments of Rights); Szoke-Burke et al., 2018, Section 13 (Assignment of Rights); UNIDROIT & IFAD, 2021, Chapter 6.I.A (Legality of Transfer, Validity and Effectiveness of Transfer, Required Formalities and Limitations).