Common use of Assignment; Binding Effect; Severability Clause in Contracts

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party hereto without the other party’s written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Neither this Agreement may not nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any party hereto without of the other party’s written consent; providedparties hereto, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion part, without the prior written consent of the Purchased Assetsother parties, but no and any attempt to make any such transfer transfer, assignment or assignment will relieve Buyer of its obligations hereunderdelegation without such consent shall be null and void. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party the parties hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either any party, in which event the parties shall use commercially reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party hereto without the other party’s 's written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee Designees its the right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party hereto without the other party’s 's written consent; providedprovided that, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its the right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. (a) This Agreement may not be assigned by any party Party hereto without the other partyParty’s written consent; provided, that however, that, following the Closing, Buyer may transfer or assign in whole or in part its rights and obligations hereunder to one or more Buyer Designee of its right to purchase Affiliates or a purchaser or acquirer of all or a portion substantially all of the Purchased Assetsbusiness or assets of Buyer, whether by merger, reorganization, consolidation, amalgamation, sale of stock or assets, but no any such transfer or assignment will not relieve Buyer of any of its obligations hereunder. This Agreement shall will be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall will remain in full force and effect unless the deletion of such provision shall will cause this Agreement to become materially adverse to either partyParty, in which event the parties Parties shall use commercially reasonable commercial efforts to arrive at an accommodation that best preserves for the parties Parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party Party hereto without the other partyParty’s written consent; provided, provided that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased AssetsAssets in accordance with the provisions of Section 2.6, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either partyParty, in which event the parties Parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties Parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party hereto without the other party’s written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee Designees its the right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by either party except in conjunction with the sale of the Business or substantially all of the assets of the Business; PROVIDED, HOWEVER, Seller may delegate the performance of any party hereto of the Services hereunder to any of its Affiliates with the prior written consent of Buyer, and Buyer may collaterally assign its rights hereunder to its lenders (and affiliates thereof) under its Financing Agreements to secure obligations thereto without the other party’s prior written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion consent of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party heretoSeller. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either any party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that which best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party hereto without the other party’s written consent; provided, except that Buyer may transfer shall be entitled to assign all or assign in whole any part of its rights or in part obligations under this Agreement to one or of more Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its direct or indirect majority-owned subsidiaries, which assignment, in each case, shall not affect Buyer’s payment obligations hereunderunder this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial best efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party Party hereto without the other partyParty’s written consent; provided, that Buyer however, that, following the Closing, a Party may transfer or assign in whole or in part its rights and obligations hereunder without the other Party’s written consent, to one or more Buyer Designee of its right to purchase Affiliates or a purchaser or acquirer of all or a portion substantially all of the Purchased Assetsbusiness or assets of such Party, whether by merger, reorganization, consolidation, amalgamation, sale of stock or assets, but no any such transfer or assignment will not relieve Buyer such Party of any of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either partyParty, in which event the parties Parties shall use commercially reasonable commercial efforts to arrive at an accommodation that best preserves for the parties Parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party hereto without the other party’s written consent; provided, that Buyer may transfer or assign in whole or in part to one or more a Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Neither this Agreement may not nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any party hereto without of the other party’s written consent; providedparties hereto, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion part, without the prior written consent of the Purchased Assetsother parties, but no and any attempt to make any such transfer transfer, assignment or assignment will relieve Buyer of its obligations hereunderdelegation without such consent shall be null and void. This Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives successors and permitted assigns of each party the parties hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either any party, in which event the parties shall use commercially reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.