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 the parties hereto; provided, however, that there may not be any amendment, modification or supplement of this 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 or unenforceable in any respect, such invalidity, 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 may be valid, legal and enforceable, the intent and purpose of the invalid, illegal or unenforceable provision. 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 may assign this Agreement or any right, benefit or obligation hereunder; provided, however, that Acquiror may assign its rights and obligations hereunder to any direct or indirect wholly-owned Subsidiary of Acquiror (in such capacity, the “Assignee”) so long as the Assignee executes and delivers to the Company a document by which the Assignee agrees to be bound by the terms and conditions applicable to Acquiror under this Agreement; provided further, notwithstanding anything to the contrary herein, no assignment shall relieve the 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.

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 hereto; provided, however, that there may not be any amendment, modification or supplement of this Agreement that requires further approval under applicable Law without such approval having first been obtained. The provisions of this Agreement shall be deemed severableParties. 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 as if such that a suitable and equitable provision shall be substituted for that provision in order to carry out, so far as may be valid, legal and enforceable, the intent and purpose of the invalid, illegal or unenforceable provisionprovision 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 may shall assign this Agreement or any right, benefit or obligation hereunder; provided, however, except that Acquiror may Buyer shall be entitled to assign its rights and obligations hereunder to any direct one or indirect wholly-owned Subsidiary of Acquiror more Persons (in such capacity, the an “Assignee”) so long as provided (a) the Assignee executes and delivers to the Company Seller a document by which the Assignee agrees to be bound by the terms and conditions applicable to Acquiror Buyer under this Agreement; provided further, notwithstanding anything 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 contrary herein, no assignment shall relieve extent that the assigning party of any of its obligations 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 the parties hereto; providedBuyer, however, that there may not be any amendment, modification or supplement of this Agreement that requires further approval under applicable Law without such approval having first been obtained. The provisions of this Agreement shall be deemed severablethe Company and the Stockholder. 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 as if such that a suitable and equitable provision shall be substituted for that provision in order to carry out, so far as may be valid, legal and enforceable, the intent and purpose of the invalid, illegal or unenforceable provisionprovision 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 may shall assign this Agreement or any right, benefit or obligation hereunder; provided, howeverexcept that the Buyer, that Acquiror without the consent of the Selling Party, may assign its rights and obligations hereunder (a) to any direct or indirect wholly-owned Subsidiary of Acquiror (in such capacity, the “Assignee”) so long as the Assignee executes and delivers to the Company a document by which the Assignee agrees to be bound by the terms and conditions applicable to Acquiror under this Agreement; provided further, notwithstanding anything to the contrary herein, no assignment shall relieve the assigning party of any of its Affiliates provided the Buyer continues to be responsible for all of its obligations hereunderhereunder 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 or the Company or (c) by way of collateral assignment to any bank, financial institution or other financing source providing financing for the Transactions. 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.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by Acquiror, the parties heretoCompany and the Shareholder Representative; provided, however, to the extent that there may not be any such amendment, modification or supplement adversely affects any Shareholder in a manner different from any other Shareholder, Shareholder Representative must obtain written consent of this Agreement that requires further approval under applicable Law without such approval having first been obtained. The provisions of this Agreement shall be deemed severableaffected holder. 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 as if such that a suitable and equitable provision shall be substituted for that provision in order to carry out, so far as may be valid, legal and enforceable, the intent and purpose of the invalid, illegal or unenforceable provisionprovision 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 may party hereto shall assign this Agreement or any right, benefit or obligation hereunder; provided, however, that Acquiror Buyer may assign its rights and obligations hereunder to any direct one or indirect wholly-owned Subsidiary of Acquiror more Persons, (in such capacityeach, the an “Assignee”) so long as provided (a) the Assignee executes and delivers to the Company and the Shareholder Representative a document by which the Assignee agrees to be bound by the terms and conditions applicable to Acquiror under this Agreement; provided further, notwithstanding anything and (b) Buyer shall remain obligated to fulfill the Assignee’s obligations hereunder to the contrary herein, no assignment shall relieve extent that the assigning party of any of its obligations 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 Partyparty.