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

Assignment; Binding Effect; Severability. This Purchase Agreement may not be assigned by any party hereto without the other party's written consent, except for (a) assignments and transfers by operation of Law, (b) prior to Closing, Parent and Buyer may assign any or all of their rights, interests and obligations hereunder to one or more direct or indirect Subsidiaries of Parent, provided that in such case Parent and Buyer nonetheless will remain responsible for the performance of their respective obligations hereunder and (c) Parent and Buyer may assign any or all of their rights and interests hereunder to any bank, agent for a lenders syndicate or other lender to Parent, Buyer or any of their Affiliates or Subsidiaries for collateral security. This Purchase 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 Purchase 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 Purchase Agreement to become materially adverse to either party, in which event the parties shall use reasonable 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 Purchase Agreement may not be assigned by any party hereto without the other party's ’s prior written consent; provided, except for (a) assignments and transfers by operation that Buyer may transfer or assign in whole or in part to one or more Buyer Designee the right to purchase all or a portion of Lawthe Purchased Assets, (b) prior to Closingbut no such transfer or assignment will relieve Buyer of its obligations hereunder, Parent and Buyer may assign any or all of their its rights, interests and title, interest or obligations hereunder to one an Affiliate or more direct or indirect Subsidiaries of Parent, provided that in such case Parent and Buyer nonetheless will remain responsible for the performance of their respective obligations hereunder and (c) Parent and Buyer may assign any or all of their rights and interests hereunder collateral security to any bank, agent for a lenders syndicate or other lender providing financing to Parent, Buyer or any of their Affiliates or Subsidiaries for collateral securityits Affiliates; and that Seller shall have the right to assign to any transferee providing financing its right to receive the Deferred Purchase Price (but, prior to such assignment, Seller shall have offered such assignment to Buyer on financial terms and conditions that are the same (other than any fees charged by a transferee) and Buyer shall have five (5) Business Days to consider such offer). This Purchase 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 Purchase 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 Purchase Agreement to become materially adverse to either party, in which event the parties shall use reasonable best 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 Purchase Agreement may not be assigned by any party hereto without the written consent of the other party's written consent, except for (a) assignments and transfers by operation of Law, (b) prior to Closing, Parent and Buyer ; provided that Investor may assign any or all of their rights, interests and its rights but not its obligations hereunder to one or more direct or indirect Subsidiaries of Parent, Management Investors designated by Investor as set forth in Section 2.2(f); provided further that in such case Parent Investor and Buyer nonetheless will remain responsible for the performance of their respective obligations hereunder and (c) Parent and Buyer ▇▇▇▇▇▇▇▇▇ Companies may assign any or all of their rights and interests hereunder as collateral security to any bank, agent for a lenders syndicate or other lender bona fide financial institution engaged in financing in the ordinary course providing financing to Parent, Buyer consummate the transactions contemplated hereby or any bona fide financial institution engaged in financing in the ordinary course through whom such financing is refunded, replaced, or refinanced and any of the foregoing financial institutions may, in enforcing its rights in connection with such financing, assign such rights or cause Investor and the ▇▇▇▇▇▇▇▇▇ Companies to assign their Affiliates rights in connection with a sale of FSC, ▇▇▇▇▇▇▇▇▇ or Subsidiaries for collateral securitythe business in the form then being conducted by ▇▇▇▇▇▇▇▇▇ substantially as an entirety. This Purchase Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives successors and permitted assigns of each party hereto. The provisions of this Purchase 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 Purchase Agreement to become materially adverse to either any party, in which event the parties shall use reasonable best efforts Best 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 Purchase Agreement may not be assigned by any party hereto without the other party's written consent; provided, except for (a) assignments however, that Buyer shall have the right to assign this Agreement LUCENT TECHNOLOGIES/CELESTICA and transfers by operation to assign its rights and delegate its duties under this Agreement in whole or in part at any time with the prior written consent of Law, (b) prior Seller to Closing, Parent and Buyer may assign any or all wholly-owned subsidiary of their rights, interests and obligations hereunder to Celestica Inc. incorporated in one or more direct or indirect Subsidiaries of Parentthe states of the United States of America, provided that in Buyer shall not, as a result of such case Parent and Buyer nonetheless will remain responsible for the performance of their respective assignment, be discharged from its obligations hereunder and (c) Parent and Buyer may assign any or all of their rights and interests hereunder to any bank, agent for a lenders syndicate or other lender to Parent, Buyer or any of their Affiliates or Subsidiaries for collateral securityhereunder. This Purchase 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 Purchase 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 Purchase Agreement to become materially adverse to either party, in which event the parties shall use reasonable best 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 Purchase Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any of the parties hereto, in whole or in part, without the prior written consent of the other parties, and any attempt to make any such transfer, assignment or delegation without such consent shall be null and void. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates; provided, that such assignment is not be assigned reasonably expected to, and does not, delay the timely (a) performance by any party hereto without the other party's written consent, except for (a) assignments and transfers by operation of Law, any obligations hereunder or (b) prior to Closingconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements; and provided, Parent and further, however that no such assignment shall relieve Buyer may assign any or all of their rights, interests and obligations hereunder to one or more direct or indirect Subsidiaries of Parent, provided that in such case Parent and Buyer nonetheless will remain responsible for the performance of their respective obligations hereunder and (c) Parent and Buyer may assign any or all of their rights and interests hereunder to any bank, agent for a lenders syndicate or other lender to Parent, Buyer or any of their Affiliates or Subsidiaries for collateral securityits obligations hereunder. This Purchase Subject to the foregoing, 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 the parties hereto. The provisions of this Purchase 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 Purchase Agreement to become materially adverse to either any party, in which event the parties shall use commercially reasonable best efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.