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

Assignment; Binding Effect; Severability. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any of the parties hereto, in whole or in part, without the prior written consent of the other parties, and any attempt to make any such transfer, assignment or delegation without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of the parties hereto. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereunder. 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 any party, in which event the parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. Neither This Agreement may not be assigned by any party hereto without the other party's written consent; provided, however, that Buyer shall have the right to assign this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any of the parties hereto, and to assign its rights and delegate its duties under this Agreement in whole or in part, without part at any time with the prior written consent of Seller to any wholly-owned subsidiary of Celestica Inc. incorporated in one of the other partiesstates of the United States of America, and any attempt to make any provided that Buyer shall not, as a result of such transferassignment, assignment or delegation without such consent shall be null and voiddischarged from its obligations hereunder. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of the parties each party hereto. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereunder. 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 any either 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. Neither This Agreement may not be assigned by any party hereto without the other party's written consent; PROVIDED however Buyer shall have the right to assign this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any of the parties hereto, and to assign its rights and delegate its duties under this Agreement in whole or in part, part at any time and without the prior written Seller's consent to any wholly-owned subsidiary of Celestica Inc. incorporated in one of states of the other partiesUnited States of America, and any attempt to make any provided that Buyer shall not, as a result of such transferassignment, assignment or delegation without such consent shall be null and voiddischarged from its obligations hereunder. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of the parties each party hereto. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereunder. 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 any either 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. Neither this Agreement nor any of This Agreement, and the rights, interests or interests, obligations hereunder shall and Liabilities hereunder, may not be transferred, assigned or delegated by any of the parties hereto, in whole or in part, Party without the prior written consent of the other partiesParty, and any attempt to make any such transferproposed assignment of this Agreement or the rights, assignment or delegation without such consent interests, obligations and Liabilities hereunder in violation hereof shall be null void ab initio and voidof no force or effect. Subject to the foregoing, this 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 the parties hereto. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereundereach Party. The provisions of this Agreement are severable, and in . In the event that any one or more provisions are deemed illegal or unenforceable under applicable Law 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 any partyParty, in which event the parties Parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations original intent of the offending provisionParties as closely as possible to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Assignment; Binding Effect; Severability. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any of the parties hereto, in whole or in part, without the prior written consent of the other partiesparty, and any attempt to make any such transfer, assignment or delegation without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of the parties hereto. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of 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 any party, in which event the parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. Neither this Agreement nor any of This Agreement, and the rights, interests or interests, obligations hereunder shall and Liabilities hereunder, may not be transferred, assigned or delegated by any of the parties hereto, in whole or in part, Party without the prior written consent of the other parties, Party and any attempt to make any such transferproposed assignment of this Agreement or the rights, assignment or delegation without such consent interests, obligations and Liabilities hereunder in violation hereof shall be null void ab initio and voidof no force or effect, except that Buyer may assign any and all of its respective rights or obligations under this Agreement or any Ancillary Agreement to any of its Affiliates; provided, that such assignment shall not relieve Buyer of its obligations hereunder. Subject to the foregoing, this 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 the parties hereto. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereundereach Party. The provisions of this Agreement are severable, and in . In the event that any one or more provisions are deemed illegal or unenforceable under applicable Law 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 any partyParty, in which event the parties Parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations original intent of the offending provisionParties as closely as possible to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.