Common use of Amendment, Parties in Interest, Assignment, Etc Clause in Contracts

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the Parties. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the Parties. No Party shall assign this Agreement or any right, benefit or obligation hereunder, except that Buyer shall be entitled to assign its rights and obligations hereunder to one or more Persons (an “Assignee”) provided (a) the Assignee executes and delivers to Seller a document by which the Assignee agrees to be bound by the terms and conditions applicable to Buyer under this Agreement, and (b) Buyer shall remain obligated to purchase the Assets to be purchased by an Assignee hereunder and to fulfill the Assignee’s other obligations hereunder to the extent that the Assignee fails to do so hereunder. Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof by a written instrument duly executed by such Party. The Parties shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the Parties. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the Parties. Nothing in this Agreement shall confer any rights upon any Person other than the Parties and their respective heirs, legal representatives, successors and permitted assigns, except as provided in Article 8. No Party shall assign this Agreement or any right, benefit or obligation hereunder; provided, except however, that Buyer shall be entitled to each Seller may assign this Agreement and its rights rights, benefits and obligations hereunder without the prior consent of any other Party to one a successor to substantially all of the business of such Seller, whether in a merger, sale of stock, sale of assets or more Persons other transaction, except if such assignment is made to an unaffiliated third party during the period from the date hereof to and including the Closing Date, in which case the consent of the Buyer (an “Assignee”) provided (a) the Assignee executes and delivers to Seller a document by which the Assignee agrees not to be bound by the terms and conditions applicable to Buyer under this Agreement, and (bunreasonably withheld or delayed) Buyer shall remain obligated to purchase the Assets to be purchased by an Assignee hereunder and to fulfill the Assignee’s other obligations hereunder to the extent that the Assignee fails to do so hereunderrequired. Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof by a written instrument duly executed by such Party. The Parties Neither the failure nor the delay by any Party in exercising any right, power or privilege hereunder shall execute operate as a waiver of such right, power or privilege, and deliver no single or partial exercise of such right, power or privilege shall preclude any and all documents and take other or further exercise of any and all such right, power or privilege or the exercise of any other actions right, power or privilege. To the maximum extent permitted by applicable Law, (a) no waiver that may be given by a Party shall be applicable except in the specific instance for which it was given, and (b) no notice to or demand on one Party shall be deemed reasonably necessary by their respective counsel to complete be a waiver of any obligation of such Party or the Transactionsright of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the other Transaction Documents.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each Acquiror, the Company and the Shareholder Representative; provided, however, to the extent that such amendment, modification or supplement adversely affects any Shareholder in a manner different from any other Shareholder, Shareholder Representative must obtain written consent of the Partiessuch affected holder. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the Partiesparties hereto. No Party party hereto shall assign this Agreement or any right, benefit or obligation hereunder; provided, except however, that Buyer shall be entitled to may assign its rights and obligations hereunder to one or more Persons Persons, (each, an “Assignee”) provided (a) the Assignee executes and delivers to Seller the Company and the Shareholder Representative a document by which the Assignee agrees to be bound by the terms and conditions applicable to Buyer Acquiror under this Agreement, and (b) Buyer shall remain obligated to purchase the Assets to be purchased by an Assignee hereunder and to fulfill the Assignee’s other obligations hereunder to the extent that the Assignee fails to do so hereunder. Any term or provision of this Agreement may be waived at any time by the Party party entitled to the benefit thereof by a written instrument duly executed by such Party. The Parties shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactionsparty.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each the parties hereto; provided, however, that there may not be any amendment, modification or supplement of the Partiesthis Agreement that requires further approval under applicable Law without such approval having first been obtained. The provisions of this Agreement shall be deemed severable. If any provision of this Agreement shall for any reason be held to be invalid, illegal, illegal or unenforceable in any respect, such invalidity, illegality, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be reformed, construed and enforced such that a suitable and equitable provision shall be substituted for that provision in order to carry out, so far as if such may be valid, legal and enforceable, the intent and purpose of the invalid, illegal or unenforceable provision had never been contained hereinprovision. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the Parties. No Party shall may assign this Agreement or any right, benefit or obligation hereunder; provided, except however, that Buyer shall be entitled to Acquiror may assign its rights and obligations hereunder to one any direct or more Persons indirect wholly-owned Subsidiary of Acquiror (an in such capacity, the “Assignee”) provided (a) so long as the Assignee executes and delivers to Seller the Company a document by which the Assignee agrees to be bound by the terms and conditions applicable to Buyer Acquiror under this Agreement; provided further, and (b) Buyer shall remain obligated to purchase the Assets to be purchased by an Assignee hereunder and to fulfill the Assignee’s other obligations hereunder notwithstanding anything to the extent that contrary herein, no assignment shall relieve the Assignee fails to do so assigning party of any of its obligations hereunder. Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof by a written instrument duly executed by such Party. The Parties shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the PartiesBuyer, the Company and the Stockholder. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the Parties. Nothing in this Agreement shall confer any rights upon any Person other than the Parties and their respective heirs, legal representatives, successors and permitted assigns, except as provided in Section 13. No Party shall assign this Agreement or any right, benefit or obligation hereunder, except that Buyer shall be entitled to the Buyer, without the consent of the Selling Party, may assign its rights and obligations hereunder to one or more Persons (an “Assignee”) provided (a) to any of its Affiliates provided the Assignee executes and delivers to Seller a document by which the Assignee agrees Buyer continues to be bound by the terms and conditions applicable to Buyer under this Agreement, and responsible for all of its obligations hereunder or (b) to a Person that (i) purchases all or substantially all of the stock or assets being conveyed hereunder or (ii) merges with the Buyer shall remain obligated or the Company or (c) by way of collateral assignment to purchase any bank, financial institution or other financing source providing financing for the Assets to be purchased by an Assignee hereunder and to fulfill the Assignee’s other obligations hereunder to the extent that the Assignee fails to do so hereunderTransactions. Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof by a written instrument duly executed by such Party. The Parties shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.