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; provided, however, that, without the consent of the other parties, Seller shall have the right to transfer the Sweden Shares and Norway Shares to a direct or indirect wholly-owned Subsidiary or Subsidiaries of TCCC other than Seller, and in such event, then such Subsidiary or Subsidiaries designated by TCCC and Seller shall agree in writing to become a party to this Agreement pursuant to which such designee(s) shall be substituted for Seller for purposes of this Agreement; provided, further, that, without the consent of the other parties, CCE and Buyer shall have the right to assign Buyer’s rights and obligations hereunder to a direct or indirect wholly-owned non-U.S. Subsidiary or Subsidiaries of Buyer, and in such event, then such Subsidiary or Subsidiaries designated by CCE and Seller shall agree in writing to become a party to this Agreement pursuant to which such designee(s) shall be substituted for Buyer for purposes of 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 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 This Agreement nor any of the rights, interests or obligations hereunder shall may not be transferred, assigned or delegated by any of Party hereto without the parties heretoother Party’s written consent; provided, that (i) Buyer may transfer or assign in whole or in part, without the prior written consent part to one or more Buyer Designee its right to purchase all or a portion of the other partiesPurchased Assets, and any attempt to make any but no such transfertransfer or assignment will relieve Buyer of its obligations hereunder, assignment or delegation without such consent shall be null and void; provided(ii) following the Closing, however, that, without the consent of the other parties, Seller shall have the right to transfer the Sweden Shares and Norway Shares to a direct or indirect wholly-owned Subsidiary or Subsidiaries of TCCC other than Seller, and in such event, then such Subsidiary or Subsidiaries designated by TCCC and Seller shall agree in writing to become a party to Buyer may assign this Agreement pursuant to which such designee(s) shall be substituted for Seller for purposes of this Agreement; provided, further, that, without the consent of the other parties, CCE and Buyer shall have the right to assign Buyer’s its rights and obligations hereunder to a direct any Affiliate of Buyer (so long as Buyer remains liable for all obligations of Buyer arising hereunder), (iii) following the Closing, Seller may assign this Agreement and its rights and obligations hereunder to any Affiliate of Seller (so long as Seller remains liable for all obligations of Seller arising hereunder) and (iv) following the Closing, either party may assign this Agreement and its rights and obligations hereunder to any successor-in-interest to such party or indirect wholly-owned non-U.S. Subsidiary or Subsidiaries of such party’s business (including for the Buyer, and in such eventafter the Closing, then such Subsidiary the µWave Business) by way of merger, acquisition, consolidation or Subsidiaries designated by CCE and Seller shall agree in writing to become a party to this Agreement pursuant to which such designee(s) shall be substituted for Buyer for purposes of this Agreementsimilar transaction. 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. 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 partyeither Party, 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. Neither this This Agreement nor any of the rights, interests or obligations hereunder shall may not be transferred, assigned or delegated by any of party hereto without the parties heretoother party’s written consent; provided, however, that: (a) Buyer may, at any time, transfer, assign or delegate, in whole or from time to time in part, without the prior written consent to one or more direct or indirect wholly owned Subsidiaries of Buyer (including any one or more of the other partiesForeign Buyers) its right to purchase all or any portion of the Purchased Assets (including without limitation the right to separately acquire the assets of any foreign Subsidiary of Seller) and/or its obligation to assume all or any portion of the Assumed Liabilities (provided, and any attempt to make any in each case, that no such transfer, assignment or delegation without such consent shall be null and voidwill relieve the Buyer of its obligations hereunder); provided(b) following the Closing, however, that, without the consent of the other parties, Seller shall have the right to transfer the Sweden Shares and Norway Shares to a direct or indirect wholly-owned Subsidiary or Subsidiaries of TCCC other than Seller, and in such event, then such Subsidiary or Subsidiaries designated by TCCC and Seller shall agree in writing to become a party to this Agreement pursuant to which such designee(s) shall be substituted for Seller for purposes of this Agreement; provided, further, that, without the consent of the other parties, CCE and Buyer shall have the right to may assign Buyer’s its rights and obligations hereunder to one or more of its Affiliates; and (c) following the Closing, Buyer may assign this Agreement (or any of its rights or obligations hereunder) to a direct purchaser or indirect wholly-owned non-U.S. Subsidiary acquirer of all or Subsidiaries substantially all of the business or assets of Buyer, and in whether by merger, reorganization, consolidation, amalgamation, sale of stock or assets, but any such event, then such Subsidiary or Subsidiaries designated by CCE and Seller shall agree in writing to become a party to this Agreement pursuant to which such designee(s) shall be substituted for assignment will not relieve Buyer for purposes of this Agreementany 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 the parties 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 any either 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 This Agreement nor may not be assigned by any party hereto without the written consent of the other party; provided, however, that any Buyer may assign its rights hereunder as collateral security to any bona fide financial institution which is engaged in financing in the ordinary course providing financing to consummate the transactions contemplated hereby or to fund working capital requirements or any financial institution which is engaged in financing in the ordinary course through whom such financing is refunded, replaced, or refinanced and any of the rightsforegoing financial institutions may, interests in enforcing their rights in connection with such financing, assign such Buyer's rights or obligations cause such Buyer to assign its rights hereunder shall be transferredin connection with a sale of such Buyer or its parent or the business in the form then being conducted by such Buyer substantially as an entirety; and provided, assigned or delegated by further, any of the parties heretoBuyer may assign its rights hereunder, in whole or in part, without the but subject to all limitations contained herein, to one or more subsidiaries or Affiliates of such Buyer, provided that, in any such case, such Buyer gives Sellers prior written consent notice of the other parties, and any attempt to make any such transfer, assignment or delegation without such consent shall be null and void; provided, however, that, without the consent of the other parties, Seller shall have the right to transfer the Sweden Shares and Norway Shares to a direct or indirect wholly-owned Subsidiary or Subsidiaries of TCCC other than Seller, and in such event, then such Subsidiary or Subsidiaries designated by TCCC and Seller shall agree in writing to become a party to this Agreement pursuant to which such designee(s) shall be substituted for Seller for purposes of this Agreement; provided, further, that, without the consent of the other parties, CCE and Buyer shall have the right to assign Buyer’s rights and obligations hereunder to a direct or indirect wholly-owned non-U.S. Subsidiary or Subsidiaries of Buyer, and in such event, then such Subsidiary or Subsidiaries designated by CCE and Seller shall agree in writing to become a party to this Agreement pursuant to which such designee(s) shall be substituted for Buyer for purposes of this Agreementassignment. 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. 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 best efforts to arrive at an accommodation that which best preserves for the parties the benefits and obligations of the offending provision.