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 prior written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee 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, and Buyer may assign any of its 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, prior to such assignment, Seller shall have offered such assignment to Buyer on financial terms and conditions that are the same (other than any fees charged by a transferee) and Buyer shall have five (5) Business Days to consider such offer). 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 prior written consent; providedparties hereto, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee part, without the right to purchase all or a portion prior written consent of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunderother parties, and any attempt to make any such transfer, assignment or delegation without such consent shall be null and void. Notwithstanding the foregoing, Buyer may assign any of its rights, title, interest or rights and obligations hereunder under this Agreement to an Affiliate or for collateral security to any lender providing financing to Buyer or any of its Affiliates; and provided, that Seller shall have the right to assign to any transferee providing financing its right to receive the Deferred Purchase Price (but, prior to such assignment, Seller shall have offered such assignment is not reasonably expected to, and does not, delay the timely (a) performance by any party of any obligations hereunder or (b) consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; and provided, further, however that no such assignment shall relieve Buyer of any of its obligations hereunder. Subject to Buyer on financial terms and conditions that are the same (other than any fees charged by a transferee) and Buyer shall have five (5) Business Days to consider such offer). This 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 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 prior 's written consent; provided, however, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee 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, and Buyer may assign any of its 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 this Agreement LUCENT TECHNOLOGIES/CELESTICA and to assign its rights and delegate its duties under this Agreement in whole or in part at any time with the prior written consent of Seller to any transferee providing financing its right to receive wholly-owned subsidiary of Celestica Inc. incorporated in one of the Deferred Purchase Price (butstates of the United States of America, prior to provided that Buyer shall not, as a result of such assignment, Seller shall have offered such assignment to Buyer on financial terms and conditions that are the same (other than any fees charged by a transferee) and Buyer shall have five (5) Business Days to consider such offer)be discharged from 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 written consent of the other party’s prior written consent; provided, provided that Buyer may transfer or assign in whole or in part to one or more Buyer Designee 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, and Buyer Investor may assign any of its rights, title, interest or rights but not its obligations hereunder to an Affiliate or for Management Investors designated by Investor as set forth in Section 2.2(f); provided further that Investor and the Xxxxxxxxx Companies may assign their rights hereunder as collateral security to any lender bona fide financial institution engaged in financing in the ordinary course providing financing to Buyer consummate the transactions contemplated hereby or any bona fide financial institution engaged in financing in the ordinary course through whom such financing is refunded, replaced, or refinanced and any of the foregoing financial institutions may, in enforcing its Affiliates; rights in connection with such financing, assign such rights or cause Investor and that Seller shall have the right Xxxxxxxxx Companies to assign to any transferee providing financing its right to receive their rights in connection with a sale of FSC, Xxxxxxxxx or the Deferred Purchase Price (but, prior to such assignment, Seller shall have offered such assignment to Buyer on financial terms and conditions that are business in the same (other than any fees charged form then being conducted by a transferee) and Buyer shall have five (5) Business Days to consider such offer)Xxxxxxxxx substantially as an entirety. 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 reasonable commercial efforts Best Efforts to arrive at an accommodation that which best preserves for the parties the benefits and obligations of the offending provision.