Common use of Assignment; Binding Effect; Severability Clause in Contracts

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party hereto without the other party's written consent; provided that Buyer may (i) assign, convey or sell this -------- Agreement to a wholly owned subsidiary and (ii) may designate one or several wholly owned subsidiaries as buyer(s) of specified Purchased Assets, subject, in each case, to Buyer remaining liable for all obligations of Buyer hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement Except as expressly provided herein, the rights and obligations of a party hereunder may not be assigned by any party hereto assigned, transferred, or encumbered without the prior written consent of the other party's written consent; provided that Buyer may (i) assign. Notwithstanding the foregoing, convey or sell this -------- Agreement to a wholly owned subsidiary and (ii) may designate either party may, without the consent of the other, cause one or several wholly owned subsidiaries as buyer(s) more of specified Purchased Assetsits affiliates to carry out all or part of its obligations hereunder; provided, subjectthat, in each case, to Buyer remaining the party delegating its obligations shall nevertheless remain liable for all obligations of Buyer imposed upon it hereunder. This Agreement shall be binding upon and upon, inure to the benefit of of, and be enforceable by the successors, legal representatives representatives, and permitted assigns of each party heretoparty. The provisions of this Agreement are severable, and in the event that if any one or more provisions are deemed illegal or unenforceable unenforceable, the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use their reasonable commercial best efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement Except as expressly provided herein, the rights and obligations of a party hereunder may not be assigned by any party hereto assigned, transferred, or encumbered without the prior written consent of the other party's written consent; provided that Buyer may (i) assign. Notwithstanding the foregoing, convey or sell this -------- Agreement to a wholly owned subsidiary and (ii) may designate either party may, without the consent of the other, cause one or several wholly owned subsidiaries as buyer(s) more of specified Purchased Assetsits affiliates to carry out all or part of its obligations hereunder; provided, subjectthat, in each case, to Buyer remaining the party delegating its obligations shall nevertheless remain liable for all obligations of Buyer imposed upon it hereunder. This Agreement shall be binding upon and upon, inure to the benefit of of, and be enforceable by the successors, legal representatives representatives, and permitted assigns of each party heretoparty. The provisions of this Agreement are severable, and in the event that if any one or more provisions are deemed illegal or unenforceable unenforceable, the remaining provisions shall remain in full force and effect unless Intercompany Monitoring and Services Agreement (US - FINAL) the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use their reasonable commercial best efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party hereto without the written consent of the other party's written consent; , except that no consent of Sellers or Parent shall be required for any assignment by Buyer to any of its Affiliates, provided that notwithstanding such assignment, Buyer may (i) assign, convey or sell this -------- Agreement to a wholly owned subsidiary and (ii) may designate one or several wholly owned subsidiaries as buyer(s) of specified Purchased Assets, subject, in each case, to Buyer remaining shall remain fully liable for all of its obligations hereunder and Buyer shall guarantee the timely, full and complete performance by such Affiliates of Buyer hereunderany liabilities or obligations so assigned to such Affiliates. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become be materially adverse to either any party, in which event the parties shall use commercially reasonable commercial efforts to arrive at an accommodation that which best preserves for the parties the benefits and obligations of the offending provision.

Assignment; Binding Effect; Severability. This Agreement may not be assigned by any party Party hereto without the other party's Party’s written consent; provided that Buyer provided, however, that, following the Closing, a Party may (i) assignassign its rights and obligations hereunder without the other Party’s written consent, convey or sell this -------- Agreement to a wholly owned subsidiary and (ii) may designate one or several wholly owned subsidiaries as buyer(s) more of specified Purchased Assetsits Affiliates or a purchaser or acquirer of all or substantially all of the business or assets of such Party, subjectwhether by merger, in each casereorganization, to Buyer remaining liable for all consolidation, amalgamation, sale of stock or assets, but any such assignment will not relieve such Party of any of its obligations of Buyer hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either partyParty, in which event the parties Parties shall use commercially reasonable commercial efforts to arrive at an accommodation that best preserves for the parties Parties the benefits and obligations of the offending provision.