Common use of Assignment; Successors in Interest Clause in Contracts

Assignment; Successors in Interest. No assignment or transfer by any Party of its rights and obligations under this Agreement will be made except with the prior written consent of the other Parties to this Agreement; provided, that each Purchaser shall, without the obligation to obtain the prior written consent of the Partners, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to any one or more Affiliates of such Purchaser and, provided, further, that, without obtaining the prior written consent of the Partners, Quanta and each Purchaser (or any such Affiliate, if applicable) may pledge, assign and grant to Quanta’s and such Purchaser’s (or such Affiliate’s) lenders, for the benefit of such lenders, a continuing security interest and lien on all of Quanta’s, such Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of Quanta, such Purchaser or such Affiliate to such lenders by reason of borrowing or the guarantee of borrowing, or otherwise; provided, however, that no assignment permitted by this Section 11.3 will relieve Quanta or the Purchasers of their respective obligations under this Agreement and in any event, the Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of any such assignment. Notwithstanding the foregoing, Quanta may assign its rights and obligations under this Agreement to any Person without obtaining the prior written consent of the Partners in connection with any merger, sale of substantially all of Quanta’s assets or other business combination, however structured, involving Quanta, including a Change in Control; provided, however, that the Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of any such assignment. This Agreement will be binding upon and will inure to the benefit of the Parties and their successors and permitted assigns, and any reference to a Party will also be a reference to a successor or permitted assign.

Assignment; Successors in Interest. (a) No assignment or transfer by any Party of its such Party’s rights and obligations under this Agreement will hereunder shall be made except with the prior written consent of the other Parties to this Agreement; providedParties, that each except as provided in Sections 11.3(b) and (c). (b) The Purchaser shall, without the obligation to obtain the prior written consent of either Seller but with the Partnersobligation to provide contemporaneous or prior notice to the Sellers, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to any one or more Affiliates of such Purchaser and, provided, further, that, without obtaining the prior written consent of Purchaser; and the Partners, Quanta and each Purchaser (or any such Affiliate, if applicable) may pledge, assign and grant to Quanta’s and such the Purchaser’s (or such Affiliate’s) lenders, for the benefit of such lenders, a continuing security interest and lien on all of Quanta’s, such the Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of Quanta, such the Purchaser or such Affiliate to such lenders by reason of borrowing borrowings or the guarantee of borrowingborrowings, or otherwise; providedbut no such assignment to an Affiliate or pledge, however, that no grant or assignment permitted by this Section 11.3 will relieve Quanta of a security interest shall release or discharge the Purchasers Purchaser from any of their respective its obligations as the “Purchaser” under this Agreement or the Purchaser Ancillary Documents and in any event, the Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of any such assignment. Notwithstanding the foregoing, Quanta may assign its rights and obligations under transactions contemplated by this Agreement or the other Purchaser Ancillary Documents. (c) The Sellers shall, without the obligation to any Person without obtaining obtain the prior written consent of the Partners Purchaser but with the obligation to provide contemporaneous or prior notice to the Purchaser, be entitled to assign this Agreement or all or any part of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Affiliates of the Sellers (without limiting the foregoing, the Purchaser understands and agrees that Huntsman Petrochemical currently intends to assign all of its rights in connection with respect of the Business and the Assets and under this Agreement to Huntsman C4 LP and that it may do so without obtaining any merger, sale consent of the Purchaser); but no such assignment to an Affiliate shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and any transaction contemplated by this Agreement or the Seller Purchaser Ancillary Documents (unless such assignment is part of a transaction the result of which is that all or substantially all of Quanta’s assets the Port Xxxxxx operations of the Sellers in Jefferson County, Texas are contained in the Person (or other business combinationsubsidiaries of the Person) to which such assignment is made. For the avoidance of doubt, however structuredthe Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, involving Quanta, including a Change in Control; provided, however, that the Purchasers and Quanta, except as applicable, shall promptly provide the Partners with written notice of may otherwise be required under any such assignment. applicable Commercial Agreement. (d) This Agreement will shall be binding upon and will shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party will shall also be a reference to a successor or the successors and permitted assignassigns thereof.

Assignment; Successors in Interest. (a) No assignment or transfer by any Party of its such Party’s rights and obligations under this Agreement will hereunder shall be made except with the prior written consent of the other Parties to this Agreement; providedParties, that each except as provided in Sections 11.3(b) and (c). (b) The Purchaser shall, without the obligation to obtain the prior written consent of either Seller but with the Partnersobligation to provide contemporaneous or prior notice to the Sellers, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to any one or more Affiliates of such Purchaser and, provided, further, that, without obtaining the prior written consent of Purchaser; and the Partners, Quanta and each Purchaser (or any such Affiliate, if applicable) may pledge, assign and grant to Quanta’s and such the Purchaser’s (or such Affiliate’s) lenders, for the benefit of such lenders, a continuing security interest and lien on all of Quanta’s, such the Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of Quanta, such the Purchaser or such Affiliate to such lenders by reason of borrowing borrowings or the guarantee of borrowingborrowings, or otherwise; providedbut no such assignment to an Affiliate or pledge, however, that no grant or assignment permitted by this Section 11.3 will relieve Quanta of a security interest shall release or discharge the Purchasers Purchaser from any of their respective its obligations as the “Purchaser” under this Agreement or the Purchaser Ancillary Documents and in any event, the Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of any such assignment. Notwithstanding the foregoing, Quanta may assign its rights and obligations under transactions contemplated by this Agreement or the other Purchaser Ancillary Documents. (c) The Sellers shall, without the obligation to any Person without obtaining obtain the prior written consent of the Partners Purchaser but with the obligation to provide contemporaneous or prior notice to the Purchaser, be entitled to assign this Agreement or all or any part of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Affiliates of the Sellers (without limiting the foregoing, the Purchaser understands and agrees that Huntsman Petrochemical currently intends to assign all of its rights in connection with respect of the Business and the Assets and under this Agreement to Huntsman C4 LP and that it may do so without obtaining any merger, sale consent of the Purchaser); but no such assignment to an Affiliate shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and any transaction contemplated by this Agreement or the Seller Purchaser Ancillary Documents (unless such assignment is part of a transaction the result of which is that all or substantially all of Quanta’s assets the Port Artxxx xxerations of the Sellers in Jefferson County, Texas are contained in the Person (or other business combinationsubsidiaries of the Person) to which such assignment is made. For the avoidance of doubt, however structuredthe Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, involving Quanta, including a Change in Control; provided, however, that the Purchasers and Quanta, except as applicable, shall promptly provide the Partners with written notice of may otherwise be required under any such assignment. applicable Commercial Agreement. (d) This Agreement will shall be binding upon and will shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party will shall also be a reference to a successor or the successors and permitted assignassigns thereof.

Assignment; Successors in Interest. No (a) Except as provided in this Section 13.3, no assignment or transfer by any Party of its such Party’s rights and obligations under this Agreement will hereunder shall be made except with without the prior written consent of the other Parties to this Agreement; provided, that each Parties. (b) The Purchaser shallmay, without the obligation to obtain the prior written consent of the PartnersSellers, be entitled but with the obligation to provide contemporaneous or prior notice to the Sellers, assign this Agreement or all or any part of its rights or obligations hereunder to any one or more Affiliates of such Purchaser andPersons, provided, furtherthat any assignment under this Section 13.3(b) (whether by the Purchaser or any Qualified Transferee) shall be permitted only to a Person in which the Purchaser or Xxxx Industries, thatInc. owns, without obtaining directly or indirectly, 50% or more of such Person’s outstanding equity interests (a “Qualified Transferee”); and the prior written consent of the Partners, Quanta and each Purchaser (or any such AffiliateQualified Transferee, if applicable) may pledge, assign and grant to Quanta’s and such the Purchaser’s (or such AffiliateQualified Transferee’s) lenders, for the benefit of such lenders, a continuing security interest and lien on all of Quanta’s, such the Purchaser’s or such AffiliateQualified Transferee’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of Quanta, such the Purchaser or such Affiliate Qualified Transferee to such lenders by reason of borrowing borrowings or the guarantee of borrowingborrowings, or otherwise; provided, however, that no any foreclosure or assignment permitted in lieu thereof by this Section 11.3 will relieve Quanta any such lenders shall be subject to the restrictions on assignment or transfer set forth herein. No such assignment to a Qualified Transferee or pledge, grant or assignment of a security interest shall release or discharge the Purchasers Purchaser from any of their respective its obligations as the “Purchaser” under this Agreement or the Purchaser Ancillary Documents and in the transactions contemplated by this Agreement or any eventPurchaser Ancillary Documents (including from the obligations the Purchaser otherwise would have had under any such Ancillary Document if the Purchaser had not assigned the obligation to enter into any such Ancillary Document to a Qualified Transferee), the Purchasers and Quantaany such Qualified Transferee shall, as applicablea condition to assignment hereunder, shall promptly provide expressly agree to be subject to the Partners terms set forth in this Section 13.3 and assume the obligations set forth in Section 8.1(e)(8) (with written notice of any respect to the Assets received by such assignment. Notwithstanding Qualified Transferee). (c) The Sellers may, without the foregoing, Quanta may assign its rights and obligations under this Agreement obligation to any Person without obtaining obtain the prior written consent of the Partners Purchaser, but with the obligation to provide contemporaneous or prior notice to the Purchaser, assign this Agreement or all or any part of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Persons. No such assignment to a Person shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and the transactions contemplated by this Agreement or any Seller Ancillary Documents. For the avoidance of doubt, the Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, except as may otherwise be required under any applicable Commercial Agreement. (d) Subject to Section 13.3(e) below, the Purchaser (or a Qualified Transferee) shall have the right to assign its rights of indemnification pursuant to Article VIII and Article XII to one or more subsequent owners of all or any portion of the Assets, subject to (i) the approval of the Sellers, which approval shall not be unreasonably withheld, conditioned or delayed and (ii) the requirement that, as a condition to assignment hereunder, such assignee expressly agrees to be subject to the terms set forth in connection this Section 13.3 and assumes the obligations set forth in Section 8.1(e)(8) (with respect to the Assets received by such assignee); provided, however, that for purposes of this Section 13.3, any merger, sale Change of substantially all Control of Quanta’s assets the Purchaser or other business combination, however structured, involving Quanta, including a Qualified Transferee shall be deemed an assignment pursuant to this Section 13.3(d) of the rights to indemnification with respect to the Assets owned by the Purchaser or such Qualified Transferee at the time of such Change in of Control; provided, however, that any change in the Purchasers and Quantaownership of Xxxx Industries, as applicableInc. shall not be considered a Change of Control of the Purchaser or any Qualified Transferee. (e) Once the Purchaser (or a Qualified Transferee) has assigned its rights of indemnification with respect to all or any portion of an Asset pursuant to Section 13.3(d), but not Section 13.3(b), the subsequent beneficiary of such indemnity shall promptly provide have no further right to assign such indemnity again without the Partners prior written consent of the Sellers, which the Sellers may withhold in their sole discretion. Further, if there is a Change of Control of the subsequent beneficiary without such prior written consent, the indemnification rights assigned to such subsequent beneficiary shall thereafter cease to be enforceable by such subsequent beneficiary, but such subsequent beneficiary shall continue to be bound by the obligations set forth in Section 8.1(e)(8) (with written notice of any respect to the Assets received by such assignment. subsequent beneficiary). (f) This Agreement will shall be binding upon and will shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party will shall also be a reference to a successor or the successors and permitted assignassigns thereof.

Assignment; Successors in Interest. No (a) Except as provided in this Section 13.3, no assignment or transfer by any Party of its such Party’s rights and obligations under this Agreement will hereunder shall be made except with without the prior written consent of the other Parties to this Agreement; provided, that each Parties. (b) The Purchaser shallmay, without the obligation to obtain the prior written consent of the PartnersSellers, be entitled but with the obligation to provide contemporaneous or prior notice to the Sellers, assign this Agreement or all or any part of its rights or obligations hereunder to any one or more Affiliates of such Purchaser andPersons, provided, furtherthat any assignment under this Section 13.3(b) (whether by the Purchaser or any Qualified Transferee) shall be permitted only to a Person in which the Purchaser or Xxxx Industries, thatInc. owns, without obtaining directly or indirectly, 50% or more of such Person’s outstanding equity interests (a “Qualified Transferee”); and the prior written consent of the Partners, Quanta and each Purchaser (or any such AffiliateQualified Transferee, if applicable) may pledge, assign and grant to Quanta’s and such the Purchaser’s (or such AffiliateQualified Transferee’s) lenders, for the benefit of such lenders, a continuing security interest and lien on all of Quanta’s, such the Purchaser’s or such AffiliateQualified Transferee’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of Quanta, such the Purchaser or such Affiliate Qualified Transferee to such lenders by reason of borrowing borrowings or the guarantee of borrowingborrowings, or otherwise; provided, however, that no any foreclosure or assignment permitted in lieu thereof by this Section 11.3 will relieve Quanta any such lenders shall be subject to the restrictions on assignment or transfer set forth herein. No such assignment to a Qualified Transferee or pledge, grant or assignment of a security interest shall release or discharge the Purchasers Purchaser from any of their respective its obligations as the “Purchaser” under this Agreement or the Purchaser Ancillary Documents and in the transactions contemplated by this Agreement or any eventPurchaser Ancillary Documents (including from the obligations the Purchaser otherwise would have had under any such Ancillary Document if the Purchaser had not assigned the obligation to enter into any such Ancillary Document to a Qualified Transferee), the Purchasers and Quantaany such Qualified Transferee shall, as applicablea condition to assignment hereunder, shall promptly provide expressly agree to be subject to the Partners terms set forth in this Section 13.3 and assume the obligations set forth in Section 8.1(d)(8) (with written notice of any respect to the Assets received by such assignment. Notwithstanding Qualified Transferee). (c) The Sellers may, without the foregoing, Quanta may assign its rights and obligations under this Agreement obligation to any Person without obtaining obtain the prior written consent of the Partners in connection Purchaser, but with the obligation to provide contemporaneous or prior notice to the Purchaser, assign this Agreement or all or any mergerpart of the Business or Assets, sale or the Sellers’ rights or obligations hereunder to one or more Persons. No such assignment to a Person shall release or discharge the Sellers from any of substantially their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and the transactions contemplated by this Agreement or any Seller Ancillary Documents. For the avoidance of doubt, the Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, except as may otherwise be required under any applicable Commercial Agreement. (d) Subject to Section 13.3(e) below, the Purchaser (or a Qualified Transferee) shall have the right to assign its rights of indemnification pursuant to Article VIII and Article XII to one or more subsequent owners of all or any portion of Quanta’s assets the Assets, subject to (i) the approval of the Sellers, which approval shall not be unreasonably withheld, conditioned or other business combination, however structured, involving Quanta, including a Change in Control; provided, however, that delayed and (ii) the Purchasers and Quantarequirement that, as applicablea condition to assignment hereunder, shall promptly provide the Partners with written notice of any such assignment. This Agreement will assignee expressly agrees to be binding upon and will inure subject to the benefit of the Parties and their successors and permitted assigns, and any reference to a Party will also be a reference to a successor or permitted assign.terms set forth in this

Assignment; Successors in Interest. No assignment partial or transfer full assignment, transfer, pledge, or other collateralization of this Agreement by any either Party of its such Party’s rights and obligations under this Agreement will hereunder shall be made except with the prior written consent of the other Party or Parties (in its or their sole discretion), as the case may be. The Parties acknowledge that Purchaser may, in the course of seeking the Required Financing, solicit Sellers’ consent hereunder for certain limited assignments, transfers, pledges, or other collateralizations, upon the request of the relevant lender, investor, or other third party engaging in the Required Financing transaction. If so, Purchaser shall include the relevant terms of the assignment, transfer, pledge, or other collateralization in soliciting the Sellers’ consent to the Required Financing transaction pursuant to Section 11.1.78 hereto. Under no circumstances whatsoever (even if contemplated in such terms) will the assignment, transfer, pledge, or other collateralization directly or indirectly relieve Purchaser of any of its obligations hereunder (and Purchaser shall remain jointly and severally liable to Sellers for all of its obligations in this Agreement; provided). Subject to the preceding sentence, that each Purchaser shall, without the obligation to obtain the prior written consent of the Partners, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to any one or more Affiliates of such Purchaser and, provided, further, that, without obtaining the prior written consent of the Partners, Quanta and each Purchaser (or any such Affiliate, if applicable) may pledge, assign and grant to Quanta’s and such Purchaser’s (or such Affiliate’s) lenders, for the benefit of such lenders, a continuing security interest and lien on all of Quanta’s, such Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of Quanta, such Purchaser or such Affiliate to such lenders by reason of borrowing or the guarantee of borrowing, or otherwise; provided, however, that no assignment permitted by this Section 11.3 will relieve Quanta or the Purchasers of their respective obligations under this Agreement and in any event, the Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of any such assignment. Notwithstanding the foregoing, Quanta may assign its rights and obligations under this Agreement to any Person without obtaining the prior written consent of the Partners in connection with any merger, sale of substantially all of Quanta’s assets or other business combination, however structured, involving Quanta, including a Change in Control; provided, however, that the Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of any such assignment. This Agreement will be binding upon and will shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party will shall also be a reference to the successors and permitted assigns thereof. (hh) The parties acknowledge and agree that despite the existing Table of Contents of the Purchase Agreement (in the executed, delivered version) consisting of a successor or permitted assign“redline” inadvertently containing “tracked changes,” that is the correct Table of Contents, subject to the changes set forth in this Amendment, which the Parties acknowledge are not reflected in such Table of Contents. (ii) The List of Exhibits immediately following the Table of Contents of the Purchase Agreement is amended and restated to read as follows: Exhibit A Form of Stock Registration Form Exhibit B Form of Certificate of Accredited Investor Status Exhibit C Day-to-Day Management Agreement Exhibit D Voting Agreement Exhibit E [Intentionally Omitted.] Exhibit F Form of the Share Transfer Instrument for Meridian Serbia Exhibit G Form of the Share Transfer Instrument for Meridian Montenegro Exhibit H Form of the Share Transfer Instrument for Meridian Malta Exhibit I Form of the Share Transfer Instrument for Meridian Cyprus Exhibit J Form of Promissory Note Exhibit K Form of Certificate of Designation for Series C Preferred Shares Exhibit L [Intentionally Omitted.] Exhibit M [Intentionally Omitted.] ” (jj) The Day-to-Day Management Agreement attached as Exhibit C to this Amendment shall be deemed Exhibit C to the Purchase Agreement; the Nominating and Voting Agreement attached as Exhibit D to this Amendment shall be deemed Exhibit D to the Purchase Agreement; and the Form of Certificate of Designation for Series C Preferred Shares attached as Exhibit K to this Amendment shall be deemed Exhibit K to the Purchase Agreement.