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 written consent of the other party, except that no consent of Sellers or Parent shall be required for any assignment by Buyer to any of its Affiliates, provided that notwithstanding such assignment, Buyer shall remain fully liable for all of its obligations hereunder and Buyer shall guarantee the timely, full and complete performance by such Affiliates of any liabilities or obligations so assigned to such Affiliates. 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 be materially adverse to any party, in which event the parties shall use commercially reasonable efforts to arrive at an accommodation which best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement Except as expressly provided herein, the rights and obligations of a party hereunder may not be assigned by any party hereto assigned, transferred, or encumbered without the prior written consent of the other party. Notwithstanding the foregoing, except that no either party may, without the consent of Sellers the other, cause one or Parent shall be required for any assignment by Buyer to any more of its Affiliatesaffiliates to carry out all or part of its obligations hereunder; provided, provided that notwithstanding such assignmentthat, Buyer the party delegating its obligations shall nevertheless remain fully liable for all of its obligations hereunder and Buyer shall guarantee the timely, full and complete performance by such Affiliates of any liabilities or obligations so assigned to such Affiliatesimposed upon it hereunder. This Agreement shall be binding upon and upon, inure to the benefit of of, and be enforceable by the successors, legal representatives representatives, and permitted assigns of each party heretoparty. The provisions of this Agreement are severable, and in the event that if 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 be become materially adverse to any either party, in which event the parties shall use commercially their reasonable best efforts to arrive at an accommodation which that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement Except as expressly provided herein, the rights and obligations of a party hereunder may not be assigned by any party hereto assigned, transferred, or encumbered without the prior written consent of the other party. Notwithstanding the foregoing, except that no either party may, without the consent of Sellers the other, cause one or Parent shall be required for any assignment by Buyer to any more of its Affiliatesaffiliates to carry out all or part of its obligations hereunder; provided, provided that notwithstanding such assignmentthat, Buyer the party delegating its obligations shall nevertheless remain fully liable for all of its obligations hereunder and Buyer shall guarantee the timely, full and complete performance by such Affiliates of any liabilities or obligations so assigned to such Affiliatesimposed upon it hereunder. This Agreement shall be binding upon and upon, inure to the benefit of of, and be enforceable by the successors, legal representatives representatives, and permitted assigns of each party heretoparty. The provisions of this Agreement are severable, and in the event that if any one or more provisions are deemed illegal or unenforceable unenforceable, the remaining provisions shall remain in full force and effect unless Intercompany Monitoring and Services Agreement (US - FINAL) the deletion of such provision shall cause this Agreement to be become materially adverse to any either party, in which event the parties shall use commercially their reasonable best efforts to arrive at an accommodation which 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, except that no consent of Sellers or Parent shall be required for any assignment by Buyer to any of its Affiliates, 's written consent; provided that notwithstanding such assignmentBuyer may (i) assign, convey or sell this -------- Agreement to a wholly owned subsidiary and (ii) may designate one or several wholly owned subsidiaries as buyer(s) of specified Purchased Assets, subject, in each case, to Buyer shall remain fully remaining liable for all obligations of its obligations hereunder and Buyer shall guarantee the timely, full and complete performance by such Affiliates of any liabilities or obligations so assigned to such Affiliateshereunder. 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 be become materially adverse to any either party, in which event the parties shall use commercially reasonable commercial efforts to arrive at an accommodation which that best preserves for the parties the benefits and obligations of the offending provision.