Common use of Binding Nature; Assignment Clause in Contracts

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (i) that Purchaser may assign any of its rights and obligations hereunder to any Affiliate or Subsidiary of Purchaser (whether wholly owned or otherwise), (ii) Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (iii) the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, (iv) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and (v) as otherwise provided in this Agreement. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, or liabilities under or by reason of this Agreement.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests interest or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed)parties; except except, that (i) that Purchaser J. Baker may assign any of its rights and obligations hereunder to any Affiliate affiliate, ▇▇▇▇▇▇-owned subsidiary or Subsidiary designated participant therewith (a "Permitted Designee"), including with regard to the acquisition of the Repp Canada Assets (and upon such designation as a Permitted ▇▇▇ignee hereunder, such Permitted Designee shall become obligated to perform any and all obligations arising hereunder in respect of that portion of the Acquired Assets and Assumed Obligations allocable thereto, including, but not limited to, as concerns any obligations in respect of any portion of the On-Order Goods or In-Transit Goods that may be attributable to such Permitted Designee); provided, that, J. Baker shall remain obligated to cause any such Permitted D▇▇▇▇▇▇▇ to perform the obligations of Purchaser (whether wholly owned or otherwise)hereunder allocable and attributable solely to the portion of the Acquired Assets acquired by such Permitted Designee, (ii) Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (iii) the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, (iv) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and (v) as otherwise provided in this Agreementthird-party lender(s). Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, obligations or liabilities under or by reason of this Agreement.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (i) that Purchaser may assign any of its rights and obligations hereunder hereunder, in whole or in part, to (x) any Affiliate or Subsidiary of Purchaser (whether wholly owned or otherwise), (y) to its lenders and, (z) following the Closing, to any successor-in-interest to any Person acquiring all or any portion of the Business or the Acquired Assets; (ii) Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (iii) the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, ; (iviii) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan plan; and (viv) as otherwise provided in this Agreement. Nothing contained hereinSellers hereby agree that Purchaser may grant a security interest in its rights and interests hereunder to its lenders, express and Sellers will sign a consent with respect thereto if so requested by Purchaser or impliedits lender, is intended to confer on any Person other than and that the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, or liabilities under or by reason terms of this AgreementAgreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code. Purchaser acknowledges that all of Sellers rights and benefits hereunder (but none of Sellers’ obligations) have been contemporaneously assigned to GECC.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); ) except (i) that Purchaser may assign any of its rights hereunder and delegate its obligations hereunder to one or more Third Party Purchasers in accordance with Section 2.6 or to any Affiliate or Subsidiary of Purchaser (whether wholly owned or otherwiseSubsidiary (a "Purchaser Assignee"), (ii) that Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (iii) the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code and that the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter chapter 11 or Chapter chapter 7 of the Bankruptcy Code, (iv) that this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter chapter 11 plan plan, and (v) as otherwise provided in this Agreement. In order to effect the provisions of the preceding sentence, Sellers shall, if requested by Purchaser, execute one or more necessary documents or amendments to this Agreement making Third Party Purchasers parties hereto. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, obligations or liabilities under or by reason of this Agreement.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (i) in the case of an assignment by Buyer or Guarantor, Sithe or (ii) in the case of an assignment by any Seller, Buyer; provided, that Purchaser Buyer may assign any of and delegate its rights rights, interests and obligations hereunder to any Affiliate one or more wholly-owned direct or indirect Subsidiaries of Buyer or of Guarantor, upon written notice to Sithe (which shall contain a representation that the assignee is a wholly-owned Subsidiary of Purchaser (whether wholly owned Buyer or otherwise)Guarantor) at or before the Closing Date, (ii) Purchaser may grant a security interest in which event Buyer shall remain liable for all of its rights and interests hereunder to its lenders, (iii) the terms of obligations under this Agreement shall and such Subsidiary or Subsidiaries shall, together with Buyer, be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code jointly and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, (iv) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and (v) as otherwise provided in this Agreementseverally liable for such obligations. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, obligations or liabilities under or by reason of this Agreement. Notwithstanding the proviso contained in the immediately preceding sentence, Buyer may not assign its rights, interests and obligations hereunder if such assignment could reasonably be expected to result in a delay or impediment to consummating those transactions hereunder which by their terms are to be performed on the Closing Date, including, without limitation, due to the need to obtain the consent of any third party, including any Governmental Authority, not required for Buyer to consummate the transactions contemplated hereby.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto Parties without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (ia) that Purchaser may assign any of its rights and obligations hereunder to any Person including, without limitation, an Affiliate or Subsidiary of Purchaser (whether wholly owned or otherwise), ) or to Purchaser’s lenders (iib) the rights and interests of Sellers hereunder may be assigned to a trustee or other authorized representative appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code; (c) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan; and (d) as otherwise provided in this Agreement. Sellers hereby agree that Purchaser may grant a security interest in its rights and interests hereunder to Purchaser’s lenders, and Sellers will sign a consent with respect thereto if reasonably requested by Purchaser or one of its lenders, (iii) and that the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, (iv) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and (v) as otherwise provided in this Agreement. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, or liabilities under or by reason of this Agreement.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (i) in the case of an assignment by Buyer or Guarantor, Sithe or (ii) in the case of an assignment by any Seller, Buyer; provided, that Purchaser Buyer may assign any of and delegate its rights rights, interests and obligations hereunder to any Affiliate one or more wholly-owned direct or indirect Subsidiaries of Buyer or of Guarantor, upon written notice to 117 125 Sithe (which shall contain a representation that the assignee is a wholly-owned Subsidiary of Purchaser (whether wholly owned Buyer or otherwise)Guarantor) at or before the Closing Date, (ii) Purchaser may grant a security interest in which event Buyer shall remain liable for all of its rights and interests hereunder to its lenders, (iii) the terms of obligations under this Agreement shall and such Subsidiary or Subsidiaries shall, together with Buyer, be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code jointly and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, (iv) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and (v) as otherwise provided in this Agreementseverally liable for such obligations. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, obligations or liabilities under or by reason of this Agreement. Notwithstanding the proviso contained in the immediately preceding sentence, Buyer may not assign its rights, interests and obligations hereunder if such assignment could reasonably be expected to result in a delay or impediment to consummating those transactions hereunder which by their terms are to be performed on the Closing Date, including, without limitation, due to the need to obtain the consent of any third party, including any Governmental Authority, not required for Buyer to consummate the transactions contemplated hereby.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); , except (i) that Purchaser may assign any of its rights and obligations hereunder to any Affiliate or Subsidiary of Purchaser (whether wholly owned or otherwise)) or any entity in which Purchaser or any of its Affiliates owns an equity interest or to its lender and, following the Closing, in whole or in part to any successor-in-interest to any Person acquiring all or any portion of the Business or the Acquired Assets, provided that Purchaser shall remain fully liable for its obligations and liabilities hereunder, (ii) the rights and interests of Seller hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, (iii) this Agreement may be assigned to any entity appointed as a successor to Seller pursuant to a confirmed Chapter 11 plan, and (iv) as otherwise provided in this Agreement. Seller hereby agrees that Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (iii) and Seller will sign a consent with respect thereto if so requested by Purchaser or its lender, and that the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, (iv) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and (v) as otherwise provided in this Agreement. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, or liabilities under or by reason of this Agreement.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (i) in the case of an assignment by Buyer, the Principal Sellers or (ii) in the case of an assignment by any Seller or the Company, Buyer and the Principal Sellers; provided, that Purchaser (x) any Seller may assign (including an assignment by operation of law) such Seller's rights, interests and obligations hereunder with respect to any shares of Sithe Stock held by such Seller without the consent of Buyer or the Principal Sellers as provided in clause (ii) above to any transferee of such shares in a transfer made in accordance with the form of the Amended and Restated Stockholders' Agreement attached hereto as Exhibit A (including an assignment by operation of law) where such transferee agrees in writing to be bound by the terms hereof (in which case (1) such Seller shall remain liable for all of its rights obligations under this Agreement (including any breach of the obligations of the assignee to deliver at the Closing the shares of Sithe Stock so assigned) and the assignee shall, together with such Seller, be jointly and severally liable for such obligations and (2) the Schedules hereto shall automatically be deemed to be updated to reflect the addition of the assignee as a "Seller" as applicable, with respect to the shares of Sithe Stock held by such assignee and all resulting changes in ownership of the shares of Sithe Stock) and (y) Buyer may assign and delegate its rights, interests and obligations hereunder to one or more wholly-owned direct or indirect Subsidiaries of (a) PECO Energy Company, at any Affiliate time prior to the merger of PECO Energy Company and Unicom Corporation with or Subsidiary of Purchaser into Exelon Corporation and (whether wholly owned or otherwiseb) Exelon Corporation, at any time thereafter (the entities in clauses (a) and (b) collectively the "Permitted Assignees"), upon written notice to the Sellers (iiwhich shall contain a representation that the assignee is a Permitted Assignee) Purchaser may grant a security interest at or before the Closing Date, in which event Buyer shall remain liable for all of its rights and interests hereunder to its lenders, (iii) the terms of obligations under this Agreement shall and such Permitted Assignee shall, together with Buyer, be binding upon jointly and severally liable for such obligations. Notwithstanding the foregoing, no party hereto may assign or delegate its rights, interests and obligations hereunder if such assignment or delegation could reasonably be expected to result in a delay or impediment to consummating the transactions contemplated hereby, including, without limitation, due to the need to obtain the consent of any subsequent trustee appointed under Chapter 11 or Chapter 7 of third party, including any Governmental Authority, not otherwise required for such party to consummate the Bankruptcy Code and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Codetransactions contemplated hereby. Except as set forth in Section 6.7.4, (iv) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and (v) as otherwise provided in this Agreement. Nothing nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, obligations or liabilities under or by reason of this Agreement.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed)parties; except (ia) that Purchaser Buyer may assign any of its rights and obligations hereunder to any Affiliate or Subsidiary of Purchaser Buyer or to its lender and, following the Closing, in whole or in part to any successor-in-interest to any Person acquiring all or any portion of the Purchased Assets; and (whether wholly owned or otherwise), (iib) Purchaser as otherwise expressly provided in this Agreement. The Company hereby agrees that Buyer may grant a security interest in its their rights and interests hereunder to its lenders, (iii) and the Company will sign a consent with respect thereto if so requested by Buyer or its lender, and that the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code and Code. Notwithstanding anything to the contrary set forth herein, the rights and interests of Sellers hereunder may be assigned the Company under this Agreement shall inure to a the benefit of any trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, (iv) this Agreement may be assigned to Code and/or any liquidating trust or any other entity appointed as a successor to Sellers the Company pursuant to a confirmed plan under Chapter 11 plan and (v) as otherwise provided in this Agreement. Nothing contained herein, express or implied, is intended to confer on any Person other than of the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, or liabilities under or by reason of this AgreementBankruptcy Code.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (i) that each Purchaser may assign any of its rights and obligations hereunder to any Affiliate or Subsidiary of such Purchaser (whether wholly owned or otherwise), ; (ii) Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (iii) the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code and the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code, ; (iviii) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan plan; and (viv) as otherwise provided in this Agreement. Nothing contained hereinSellers hereby agree that any Purchaser may grant a security interest in its rights and interests hereunder to its lenders, express and Sellers will sign a consent with respect thereto if so requested by any Purchaser or impliedits lender, is intended to confer on any Person other than and that the parties hereto or their successors and assigns, any rights, remedies, obligations, claims, or liabilities under or by reason terms of this AgreementAgreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code. Notwithstanding any provision to the contrary, upon Purchaser’s request, Sellers agree to cooperate with Purchasers to modify this Agreement as necessary to enable Purchasers and their Affiliates to purchase one or more Foreign Subsidiary in one or more series of transactions; provided, that Purchasers will purchase all of the Foreign Subsidiaries.