Common use of Transfers and Change of Control Clause in Contracts

Transfers and Change of Control. For the Purposes of this Section 12.2, any direct transfer or series of direct transfers (whether voluntary or by operation of law) of a majority of the outstanding voting equity interests of a Party (or any entity or entities directly or indirectly holding a majority of the outstanding voting equity interests of such Party) to any party other than an Affiliate controlled by, or under common control with, such Party shall be deemed an assignment of this Agreement. In such events; (i) prior notice of any such assignment shall be provided to the other Party; (ii) any assignee (other than Lenders or their designees pursuant to Section 12.3 below) shall expressly assume assignor's obligation hereunder, unless otherwise agreed to by the other Party; and (iii) except with respect to an assignment of this Agreement in its entirety permitted hereunder by the Seller's Lender, no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other party agrees in writing in advance to waive the assignor's continuing obligations pursuant to this Agreement, such waiver not to be unreasonably withheld.

Transfers and Change of Control. For the Purposes of this Section ------------------------------- 12.2, any direct transfer or series of direct transfers (whether voluntary or by operation of law) of a majority of the outstanding voting equity interests of a Party (or any entity or entities directly or indirectly holding a majority of the outstanding voting equity interests of such Party) to any party other than an Affiliate controlled by, or under common control with, such Party shall be deemed an assignment of this Agreement. In such events; (i) prior notice of any such assignment shall be provided to the other Party; (ii) any assignee (other than Lenders or their designees pursuant to Section 12.3 below) shall expressly assume assignor's obligation hereunder, unless otherwise agreed to by the other Party; and (iii) except with respect to an assignment of this Agreement in its entirety permitted hereunder by the Seller's Lender, no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other party agrees in writing in advance to waive the assignor's continuing obligations pursuant to this Agreement, such waiver not to be unreasonably withheld.

Transfers and Change of Control. For the Purposes of this ------------------------------- Section 12.2, any direct transfer or series of direct transfers (whether voluntary or by operation of law) of a majority of the outstanding voting equity interests of a Party (or any entity or entities directly or indirectly holding a majority of the outstanding voting equity interests of such Party) to any party other than an Affiliate controlled by, or under common control with, such Party shall be deemed an assignment of this Agreement. In such events; (i) prior notice of any such assignment shall be provided to the other Party; (ii) any assignee (other than Lenders or their designees pursuant to Section 12.3 below) shall expressly assume assignor's obligation hereunder, unless otherwise agreed to by the other Party; and (iii) except with respect to an assignment of this Agreement in its entirety permitted hereunder by the Seller's Lender, no assignment, whether or not consented to, shall relieve the assignor of its obligations hereunder in the event the assignee fails to perform, unless the other party agrees in writing in advance to waive the assignor's continuing obligations pursuant to this Agreement, such waiver not to be unreasonably withheld.