Neither of the Parties shall be liable for a failure to perform any of its obligations insofar as it proves:
12.1.1 that the failure was due to an impediment beyond its control;
12.1.2 that it could not reasonably be expected to have taken the impediment and its effects upon the party’s ability to perform into account at the time of the conclusion of this Agreement; and
12.1.3 that it could not reasonably have avoided or overcome the impediment or at least its effects.
Neither of the parties hereto may assign any of its rights or obligations under this Agreement or the Option created hereunder to any other person, without the express written consent of the other party, except that in the event a Triggering Event shall have occurred prior to an Exercise Termination Event, Grantee, subject to the express provisions hereof, may assign in whole or in part its rights and obligations under this Agreement or the Option created hereunder within 90 days following such Triggering Event (or such later period as provided in Section 10).
Neither of the Parties shall have the right to assign its rights and obligations under this Agreement in full or in part to third parties without the prior written consent of the other party.
Neither of the parties hereto may assign any of its rights or obligations under this Option Agreement or the Option created hereunder to any other person, without the express written consent of the other party, except that in the event a Subsequent Triggering Event shall have occurred prior to an Exercise Termination Event, Grantee, subject to the express provisions hereof, may assign in whole or in part its rights and obligations hereunder within 90 days following such Subsequent Triggering Event (or such later period as provided in Section 10); provided, however, that until the date 15 days following the date on which the Federal Reserve Board approves an application by Grantee under the BHCA to acquire the shares of Common Stock subject to the Option, Grantee may not assign its rights under the Option except in (i) a widely dispersed public distribution, (ii) a private placement in which no one party acquires the right to purchase in excess of 2% of the voting shares of Issuer, (iii) an assignment to a single party (e.g., a broker or investment banker) for the purpose of conducting a widely dispersed public distribution on Grantee's behalf, or (iv) any other manner approved by the Federal Reserve Board.
Neither of the parties shall assign all or any of its rights or benefits under this Agreement without the written consent of the other party.
Neither of the parties hereto may assign any of its rights or obligations under this Agreement or the Option created hereunder to any other person, without the express written consent of the other party, except that in the event a Subsequent Triggering Event shall have occurred prior to an Exercise Termination Event, Grantee, subject to the express provisions hereof, may assign in whole or in part its rights and obligations hereunder within 90 days following such Subsequent Triggering Event (or such longer period as provided in Section 10); provided, however, that until ----------------- the date 15 days following the date on which the Federal Reserve Board or the OTS, as applicable, approves an application by Grantee to acquire the shares of Common Stock subject to the Option, Grantee may not assign its rights under the Option except in (i) a widely dispersed public distribution, (ii) a private placement in which no one party acquires the right to purchase in excess of 2% of the voting shares of Issuer, (iii) an assignment to a single party (e.g., a ---- broker or investment banker) for the purpose of conducting a widely dispersed public distribution on Grantee's behalf, or (iv) any other manner approved by the Federal Reserve Board or the OTS, as applicable.
Neither of the Parties (a) shall be subject to any restraining order or injunction restraining or prohibiting any of the transactions contemplated hereby or (b) shall have received written notice from any governmental authority of its intention to institute any action or proceeding to restrain or enjoin or nullify this Agreement or the transactions contemplated hereby.
Neither of the Parties hereto shall assign this Agreement without the written consent of the other which consent will not be unreasonably withheld. A change in the Strategic Alliance Partner's membership of one or more partners shall not constitute an assignment.
Neither of. Contracting Parties shall take, either directly or indirectly, measures of expropriation, nationalization or any other measures depriving nationals of the other Contracting Party of their investments, unless:
a) The measures are taken in the public interest and under due process of law;
b) The measures are not discriminatory or contrary to any undertaking which the Contracting Party which takes such measures may have given;
c) The measures are taken against just compensation. Such compensation shall represent the genuine value of the investments affected, shall include interest at a normal commercial rate until the date of payment and shall, in order to be effective for the claimants, be paid and made transferable, without delay, to the country designated by the claimants concerned and in the currency of the country of which the claimants are nationals or in any freely convertible currency accepted by the claimants.
Neither of the parties hereto may assign any of its rights or delegate any of its obliga- tions under this Agreement or the Option created hereunder to any other person without the express written consent of the other party, except that Grantee may assign this Agreement to a wholly owned subsidiary of Grantee and Grantee may assign its rights hereunder in whole or in part after the occurrence of a Preliminary Purchase Event; provided, however, that until the date at which the Board of Governors of the Federal Reserve System ("FRB") has approved an application by Grantee under the BHC Act to acquire the shares of Common Stock subject to the Option, Grantee may not assign its rights under the Option except in (i) a widely dispersed public distribution, (ii) a private placement in which no one party acquires the right to purchase in excess of 2% of the voting shares of Issuer, (iii) an assignment to a single party (e.g., a broker or investment banker) for the purpose of conducting a widely dispersed public distribution on Grantee's behalf, or (iv) any other manner approved by the FRB. The term "Grantee" as used in this Agreement shall also be deemed to refer to Grantee's per- mitted assigns.
