13 Assignment

(c) by reason of the Operator's doing that thing the Delivery Facility Operator or the User suffers loss or damage or claims to have done so or otherwise makes any claim or complaint or brings any action or proceeding against the Operator (other than pursuant to a contract between the Operator and such Delivery Facility Operator)

each User shall indemnify the Operator and hold it harmless against any liability to such Delivery Facility Operator or User in respect of any such loss damage, claim, complaint, action or proceeding, and all costs and expenses incurred in connection therewith.

12.2 Nothing in the Code or the Framework Agreement shall be construed as imposing upon the Operator any obligation or duty to or enforceable by a producer, consumer or Delivery Facility Operator; and no User shall make any commitment to any producer, consumer or Delivery Facility Operator binding on or purporting to bind the Operator.

12.3 Nothing in the Code or the Framework Agreement shall prevent the Operator from exercising any right or remedy which it may have against any person other than a User.

13 Assignment

13.1 Subject to paragraphs 13.4 and 13.5, a Party may assign in their entirety its rights under the Code and the Framework Agreement:

(a) to a 33 % Affiliate of such Party; or

(b) with the prior agreement in writing of each relevant other Party, which shall not unreasonably be withheld, to any person.

13.2 For the purposes of this paragraph 13, a relevant other Party is:

(a) where the assigning Party is the Operator, each other User; and

(b) where the assigning Party is a User, the Operator.

13.3 Except as provided in paragraph 13.1, a Party shall not assign or transfer and shall not purport to assign or transfer any of its rights or obligations under the Code or the Framework.

13.4 No assignment shall be made to a person unless:

(a) where the assigning Party is the Operator, that person holds a Conveyer's Licence; or

(b) where the assigning Party is a User, that person holds a Supplier's Licence and has complied with the other requirements which (if the person were an Applicant User) it would be required under paragraph 3 to comply with.

13.5 Where a Party assigns its rights under the Code and the Framework Agreement to a person (including a 33% Affiliate) pursuant to paragraph 13.1:

(a) it shall be a condition precedent to such assignment that such person shall enter into an Agreement with each relevant other Party covenanting to be bound by the Framework Agreement and the Code;

(b) the assigning Party shall be released from obligations under the Code and the

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