ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. This Agreement and any rights and obligations hereunder may not be assigned and transferred, in whole or in part, without the prior written consent of the other Parties hereto.
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. This Agreement and any rights and obligations hereunder may not be assigned and transferred, in whole or in part, without the prior written consent of the other Parties hereto. The Purchaser is entitled with the consent of the Seller to assign this Agreement to any Group Company within the meaning of Section 15 German Stock Corporation Act. The Seller shall not unreasonably withhold such consent.
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. Without the prior written consent of the other Parties, no Party shall be entitled to assign, in whole or in part, any rights and obligations under this Agreement. The Sellers hereby consent to the assignment by the Purchaser or the Shareholder Loans Purchaser of any rights and obligations under this Agreement to any Affiliate of the Purchaser or the Shareholder Loans Purchaser, as the case may be.
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. 11.1 This agreement and any rights and obligations hereunder may not be assigned and transferred in whole or in part without prior written consent of the other party hereto.
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. This Agreement and any rights and obligations hereunder may not be assigned or transferred, in whole or in part, without the prior written consent of the other Parties hereto except that HPW may assign as security (Abtretung zur Sicherung) the right to receive a part of the HPW Remaining Purchase Price to a Governmental Authority, such assignment being pre-approved by KKR and the Purchasers by virtue of this Agreement, and provided that such assignment shall only be binding upon the Purchasers and/or KKR if HPW has notified the Purchasers and KKR in writing no later than with the notification pursuant to Section 4.4 and such notification contains full account information and the address as well as details on the Governmental Authority. Following receipt of such notice, the Purchasers shall pay the amount assigned to the Governmental Authority as set forth in the notification. Any such payment in accordance with the forgoing sentence shall have discharging effect (Erfüllungswirkung) for the Purchasers. EXECUTION COPY Project Kronos 5 July 2014 70 | 76
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. This Agreement and any rights and obligations hereunder may not be assigned and transferred, in whole or in part, without the prior written consent of the other Parties hereto, provided, however, that (a) Seller may assign and transfer rights within the Technitrol Group and (b) Purchaser and each of the Target Companies may assign and transfer rights for the benefit of their financing banks, their investors or any further acquirer of interests or assets in the Target Group.
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. (1) The Purchaser may transfer or assign this Agreement or any rights and obligations hereunder to any other company controlled by Purchaser (the "Assignee"), or may perform any undertakings and obligations hereunder through such Assignee. The Purchaser and the Guarantor remain, however, fully liable for the performance of the obligations under this Agreement by the Assignee.
(2) The restrictions provided in this clause shall apply, mutatis mutandis, to the shares or interests in the Assignee.
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. 12.1 This Agreement and any rights and obligations hereunder may not be assigned or transferred, in whole or in part, by WinSonic without express, prior, written approval of BPP (not to be unreasonably withheld – for example, for the bona fide purposes of corporate reconstruction by the WinSonic). Sale of a majority interest in the shares of WinSonic or a change in the beneficial ownership of greater than 30% of WinSonic’s then issued share capital will be deemed an unauthorised transfer for the purposes of this Agreement.
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. The Parties may not assign (übertragen) any rights and obligations hereunder, in whole or in part, without the prior written consent of the other Parties concerned and the Trustees. However, the Purchaser may assign any right under this Agreement to any of its affiliates within the meaning of Sections 15 et seq. German Stock Corporation Law (Aktiengesetz - AktG), which then accedes to this Agreement (beitreten) provided that the Purchaser ensures (steht dafür ein) that (i) the assignee shall not assign (übertragen) such rights without the prior written consent of the Sellers and the Trustees other than to an affiliate within the meaning of Sections 15 et seq. German Stock Corporation Law (Aktiengesetz - AktG), which then accedes to this Agreement (beitreten) and (ii) that the assignee assigns (übertragen) any rights under this Agreement back to the Purchaser in case the respective assignee ceases to be an affiliate of the Purchaser within the meaning of Sections 15 et seq. German Stock Corporation Law (Aktiengesetz - AktG).
ASSIGNMENT OF RIGHTS AND UNDERTAKINGS. In principle, this Agreement and any rights and obligations hereunder may not be assigned and transferred, in whole or in part, without the prior written consent of the other Parties hereto. As an exception, the Purchaser shall be entitled to assign and transfer this Agreement and any rights and obligations hereunder, in whole or in part, to one of its Affiliates (hereinafter referred to as the "Assignee Affiliate"), provided, however, that (i) the Purchaser always remains as Assignee Affiliate's Guarantor to this Agreement (as set forth in Clause 14 below), (ii) the Purchaser informs the Sellers in writing before such assignment and (iii) the Sellers' rights to set-off and/or to withhold any payments vis-à-vis the Purchaser and due under this Agreement shall in no event be affected thereby; Clause 406 BGB shall insofar not apply. Additionally, the Purchaser shall be entitled to assign certain rights under Clauses 6 through 8 of this Agreement for purposes of security to the bank(s) acting as financier(s) of the Purchaser’s obligations under this Agreement provided that (i) the right to collect any claims against the Sellers (Einziehungsberechtigung) remains solely with the Purchaser, (ii) the Purchaser informs the Sellers in writing before such assignment of claims and (iii) the Sellers' rights to set-off and/or to withhold any payments vis-à-vis the Purchaser and due under this Agreement shall in no event be affected thereby; Clause 406 BGB shall insofar not apply. For the purpose of clarification, the Purchaser’s obligations under this Agreement, in particular the obligation to pay the Purchase Price and the Sellers' Loans and Private Accounts Purchase Price shall not be affected by such assignment.
