Common use of Amendments and Waivers; Assignment Clause in Contracts

Amendments and Waivers; Assignment. Any provision of this Agreement may be (a) amended if, and only if, such amendment is in writing and signed by the Shareholder, the Company and BOA and (b) waived if, and only if, such waiver is in writing and signed by the Party against whom such waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The Shareholder may assign all of its rights in this Agreement to any person to whom it has transferred the entire legal and beneficial interest in all of its shares in the Company in accordance with this Agreement and (to the extent applicable) the Company Shareholders Agreement and any Ancillary Agreements to which it is a party provided it gives notice of such assignment to the Company and BOA on or before such assignment taking effect. Subject to the following sentence, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by the Shareholder without the prior written consent of BOA and the Company (to be withheld or given in their sole discretion). Any attempted assignment of this Agreement not in accordance with the terms of this Section 9 shall be void.

Amendments and Waivers; Assignment. Any provision of this Agreement may be (a) amended if, and only if, such amendment is in writing and signed by the Shareholder, the Company and BOA and (b) waived if, and only if, such waiver is in writing and signed by the Party against whom such waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Subject to the following sentence, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by the Shareholder without the prior written consent of BOA and the Company (to be withheld or given in their sole discretion). The Shareholder may assign all of its rights in this Agreement to any person to whom it has transferred the entire legal and beneficial interest in all of its shares in the Company in accordance with this Agreement and (to the extent applicable) the Company Shareholders Agreement and any Ancillary Agreements to which it is a party provided it gives notice of such assignment to the Company and BOA on or before such assignment taking effect. Subject to the following sentence, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by the Shareholder without the prior written consent of BOA and the Company (to be withheld or given in their sole discretion). Any attempted assignment of this Agreement not in accordance with the terms of this Section 9 shall be void.