Intuitu personae and assignment Sample Clauses

Intuitu personae and assignment. 13.3.1 This Agreement is entered into between the Parties on an intuitu personae basis. Accordingly, neither Party may, without the prior written consent of the other Party, assign or transfer any of its rights or obligations under or arising out of this Agreement. 13.3.2 Notwithstanding the provisions of the preceding paragraph, the Purchaser shall be entitled to freely: (a) transfer all or part of its rights and obligations under or arising out of this Agreement to any of its Affiliates already existing or to be incorporated for the purpose of the Transaction, provided that such transfer is notified to the Seller no later than ten (10) Business Days prior to the Completion Date and that the Purchaser shall remain jointly and severally (solidairement) liable with such Affiliates for the performance of all of the Purchaser’s obligations under or arising out of this Agreement; and (b) grant security (including by way of pledge or assignment of receivables) over any of its rights under this Agreement to any bank, financial institution and/or any other financing provider lending money or making other financing available to the Purchaser or any of its Affiliates for the purpose of or in connection with the Transaction together with any future refinancing, extension or increase thereof. 13.3.3 Without prejudice to the above, it is already anticipated and agreed that the Purchaser shall assign on or prior to Completion to a French company to be incorporated by the Purchaser, approximately 5.1% of its rights and obligations in connection with the acquisition of the Shares.