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 (i) 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, and (ii) a party may assign its rights hereunder to any of its Affiliates, any financial institution, lender, or investor providing to such party debt or equity financing in connection with the transactions contemplated hereby, and to any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and assets of such party. 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 Purchase Agreement may not be assigned by any party hereto without the other party’s 's written consent; provided, that except for (ia) assignments and transfers by operation of Law, (b) prior to Closing, Parent and Buyer may transfer assign any or assign in whole or in part all of their rights, interests and obligations hereunder to one or more direct or indirect Subsidiaries of Parent, provided that in such case Parent and Buyer Designee its right to purchase all or a portion nonetheless will remain responsible for the performance of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its their respective obligations hereunder, hereunder and (iic) a party Parent and Buyer may assign its any or all of their rights and interests hereunder to any of its Affiliatesbank, any financial institution, lender, or investor providing to such party debt or equity financing in connection with the transactions contemplated hereby, and to any Person that acquires, by purchase of stock, purchase of assets, merger, agent for a lenders syndicate or other form lender to Parent, Buyer or any of transaction, all their Affiliates or substantially all of the business and assets of such partySubsidiaries for collateral security. This Purchase 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 Purchase 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 Purchase 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 hereto without the other party’s prior written consent; provided, that (i) 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 Infineon Technologies AG Confidential no such transfer or assignment will relieve Buyer of its obligations hereunder, and (ii) a party Buyer may assign any of its rights rights, title, interest or obligations hereunder to an Affiliate or for collateral security to any lender providing financing to Buyer or any of its Affiliates; and that Seller shall have the right to assign to any transferee providing financing its right to receive the Deferred Purchase Price (but, any financial institution, lender, or investor providing prior to such party debt or equity financing in connection with assignment, Seller shall have offered such assignment to Buyer on financial terms and conditions that are the transactions contemplated hereby, same (other than any fees charged by a transferee) and Buyer shall have five (5) Business Days to any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and assets of consider such partyoffer). 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 written consent of the other party’s written consent; , provided, however that Buyer may (i) Buyer may transfer or assign its rights hereunder, in whole or in part part, but subject to all limitations contained herein, to one or more Buyer Designee lenders; (ii) assign its right rights hereunder, in whole or in part, but subject to purchase all limitations contained herein, to any successor to all or a portion any substantial part of the Purchased AssetsBusiness; or (iii) assign its rights hereunder, in whole or in part, but no subject to all limitations contained herein, to one or more subsidiaries of Buyer, provided that Buyer gives Seller prior written notice of such transfer or assignment will and that such assignment shall not relieve Buyer of its obligations hereunder, and (ii) a party may assign its rights hereunder any liability to any Seller for breaches of its Affiliates, any financial institution, lender, or investor providing to such party debt or equity financing in connection with the transactions contemplated hereby, and to any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and assets of such partythis Agreement. 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 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 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 Party hereto without the other partyParty’s written consentconsent (not to be unreasonably withheld, conditioned or delayed); provided, (a) that (i) Buyer may transfer or assign assign, in whole or in part part, to one or more Buyer Designee its right to purchase all or a portion of the Purchased AssetsAssets or (b) that Buyer may transfer or assign, in whole or in part, its rights under this Agreement for collateral security purposes to any lender providing financing to Buyer or any of its Affiliates, but no such transfer or assignment pursuant to subclauses (a) or (b) will relieve Buyer of its obligations hereunder, and (ii) a party may assign its rights hereunder to any of its Affiliates, any financial institution, lender, or investor providing to such party debt or equity financing in connection with the transactions contemplated hereby, and to any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and assets of such party. 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, however, that (i) Buyer may transfer or assign in whole or in part its right to acquire the Purchased Assets and obligation to assume the Assumed Liabilities 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, and (ii) a party may assign its rights hereunder to any of its Affiliates, any financial institution, lender, and this Agreement to a purchaser or investor providing to such party debt or equity financing in connection with the transactions contemplated hereby, and to any Person that acquires, by purchase acquirer of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and or assets of Buyer, whether by merger, reorganization, consolidation, amalgamation, sale of stock or assets, provided in each case that such partyassignment will not materially delay the Closing of the transactions contemplated hereby and provided further that any such assignment will not relieve Buyer 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 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 hereto without the other party’s 's written consent; provided, however, that Buyer may assign (i) Buyer may transfer or assign in whole or in part its right to acquire the Purchased Assets and obligation to assume the Assumed Liabilities to one or more Buyer Designee of its right Affiliates, Subsidiaries, assignees, designees or nominees, as contemplated by and subject to purchase the restrictions set forth in, Section 1.3, and (ii) this Agreement and any Collateral Agreement to a purchaser or acquirer of substantially all of the Business or a portion of the Purchased Assets, but no any such transfer or assignment will not relieve Buyer of any of its obligations hereunder, and (ii) a party may assign its rights hereunder to any of its Affiliates, any financial institution, lender, or investor providing to such party debt or equity financing in connection with the transactions contemplated hereby, and to any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and assets of such party. 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 hereto. The provisions of this Agreement are severable, and and, in the event that any one or more provisions are deemed illegal or unenforceable 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 hereto without the other party’s 's written consent; provided, however, that (i) Buyer may transfer or assign in whole or in part (a) its right to acquire the Purchased Assets and obligation to assume the Assumed Liabilities 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 hereundercontrolled Affiliates as contemplated by, and subject to the restrictions set forth in, Section 1.3, and (iib) this Agreement to a party may assign its rights hereunder to any purchaser or acquirer of its Affiliates, any financial institution, lender, or investor providing to such party debt or equity financing in connection with the transactions contemplated hereby, and to any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and or assets of Buyer, whether by merger, reorganization, consolidation, amalgamation, sale of stock or assets, but any such partyassignment will not relieve Buyer 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 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.