Common use of Consent to Assignment Clause in Contracts

Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Supplier provided that any such affiliate becomes a party to this Agreement, (ii) any lender of Supplier as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facility; provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier from any obligation hereunder. Bayer may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Bayer provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to Bayer of its entire Kogenate business, provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 shall be void.

Consent to Assignment. This Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges that Deutsche Bank National Trust Company is acting as Trustee pursuant to the Pooling and Servicing Agreement and consents thereto and to the transfer to the Trustee of a security interest in all rights of Party B under this Agreement. Deutsche Bank National Trust Company, acting as Trustee on behalf of the provisions hereof holders of the Certificates, shall have the right to enforce this Agreement, including the terms of Part 1(i), against Party A. Party A shall be binding upon entitled to rely on any notice or communication from the Trustee to that effect; provided, further, that any such notice or communication shall be in writing and inure delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the authenticity of any such notice or communication and shall have no obligation to verify the accuracy of any facts asserted therein and shall be entitled to reasonably rely on the apparent authority of the sender thereof. Party B hereby indemnifies Party A against any losses, costs, claims or liabilities arising from Party A’s reliance on any such notice or communication (subject to the availability of funds therefor in accordance with the Flow of Funds as set forth in Article IV of the Pooling and Servicing Agreement), and Party A shall be released from any further obligations to Party B to the extent that it has rendered performance of such obligations to the Trustee for the benefit of the parties hereto and their respective successors and assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any holders of the rights, interests or obligations hereunder may Certificates. The parties acknowledge that the indemnity contained in this Part 5(k) shall be assigned by any subject to the Flow of Funds set forth in Section 4.04 of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier may assign this Pooling and Servicing Agreement and any or all rights or obligations hereunder is only due to (i) any affiliate of Supplier provided that any such affiliate becomes a party to this the extent funds are available for the payment thereof in accordance with the Pooling and Servicing Agreement, (ii) any lender of Supplier as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facility; provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier from any obligation hereunder. Bayer may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Bayer provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to Bayer of its entire Kogenate business, provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 shall be void.

Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties Parties hereto and their respective successors and assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties Parties without the prior written consent of the other party Party hereto, except that each party Party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party Party of any of its obligations under this Agreement). Notwithstanding the foregoing, Supplier Purchaser may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Supplier Purchaser provided that any such affiliate becomes a party to this Agreement, (ii) any lender of Supplier Purchaser as collateral security or (iii) any successor in interest to SupplierPurchaser, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facility; provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier Purchaser from any obligation hereunder. Bayer may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Bayer provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to the Bayer of its entire Kogenate business, Facility provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer from any obligation obligations hereunder. Any purported assignment in contravention of this Section 13.1 12.1 shall be void.

Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier the Company may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate Affiliate of Supplier the Company provided that any such affiliate Affiliate becomes a party to this Agreement, (ii) any lender of Supplier the Company as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facilityCompany; provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier the Company from any obligation hereunder. Bayer Any IBR Party may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Bayer Permitted Transferee, provided that any such affiliate Permitted Transferee becomes a party to this Agreement or (ii) any successor in interest to Bayer of its entire Kogenate businesssuch IBR Party, provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer IBR from any obligation hereunder. Talecris LLC may assign this Agreement and any or all rights or obligations hereunder to (i) any Affiliate of Talecris LLC to which Talecris LLC transfers Shares in accordance with this Agreement, provided that any such Affiliate becomes a party to this Agreement, and (ii) any successor in interest to Talecris LLC provided that any such assignee becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Talecris LLC from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 8.01 shall be void.

Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties Parties hereto and their respective successors and assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties Parties without the prior written consent of the other party Parties hereto, except that each party Party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier Newco may assign this Agreement and any or all of its rights or obligations hereunder to (i) any affiliate of Supplier Newco provided that any such affiliate becomes a party to this Agreement, (ii) any lender of Supplier Newco as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facility; Newco provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier Newco from any obligation hereunder. Bayer B.Biologicals may assign this Agreement and any or all of its rights or obligations hereunder to (i) any affiliate of Bayer B.Biologicals provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to Bayer of its the entire Kogenate business, business conducted by B.Biologicals under this Agreement provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer B.Biologicals from any obligation hereunder. A Distributor may assign this Agreement and any or all of its rights or obligations hereunder to (i) any affiliate of such Distributor provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to the entire business conducted by such Distributor under this Agreement provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve such Distributor from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 20.1 shall be void.

Consent to Assignment. This Agreement Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges and all consents to the assignment of the provisions hereof shall be binding upon and inure to this Agreement, solely for security purposes for the benefit of the parties hereto and their respective successors and assignsNoteholders, and it is by Party B to Deutsche Bank National Trust Company, as trustee (the “Indenture Trustee”) under the Indenture. The Indenture Trustee shall not intended be deemed to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Supplier provided that any such affiliate becomes a party to this Agreement, (ii) any lender of Supplier as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facility; provided that any such successor becomes a party to this Agreement; provided provided, however, that no assignment under (ithe Indenture Trustee, acting on behalf of the Noteholders, shall have the right to enforce this Agreement, including the terms of Part 5(n), (ii) against Party A. Party A shall be entitled to rely on any notice or (iii) above communication from the Indenture Trustee to that effect; provided, further, that any such notice shall relieve Supplier be in writing and delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the authenticity of any such notice and shall have no obligation to verify the accuracy of any facts asserted therein and shall be entitled to reasonably rely on the apparent authority of the sender thereof. Party B hereby indemnifies Party A against any losses, costs, claims or liabilities arising from Party A’s reliance on any such notice and Party A shall be released from any obligation hereunder. Bayer may assign this Agreement and any or all further obligations to Party B with respect to the rights or transferred to the Indenture Trustee (for so long as Party A has fulfilled its obligations hereunder to (ithe Indenture Trustee). Notwithstanding any provision to the contrary contained herein, the parties acknowledge that the indemnity contained in this Part 5(j) any affiliate of Bayer provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to Bayer of its entire Kogenate business, provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 shall be voidconsidered an accrued and unpaid expense of the Trustee (reimbursable to Party A) (which expense shall be payable with Interest Proceeds under Section 5.07(i) of the Indenture and not as a payment due to a Swap Provider under the Swap Agreement) and is only due to the extent funds are available for the payment thereof in accordance with the priority of payments described in Article VIII of the Indenture.

Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and it is are not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier Talecris may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Supplier Talecris, provided that any such affiliate becomes a party to this Agreement, Agreement prior to such assignment or (ii) any lender of Supplier as collateral security or (iii) any successor in interest to SupplierTalecris, it being understood that any such successor shall commit to Customer to continue to supply PPF Cryo under this Agreement from the Clayton, North Carolina facilityPrecision Pharma Services Facility; and provided that any such successor becomes a party to this Agreement; provided that no . No assignment under (i), (ii) or (iiiii) above shall relieve Supplier Talecris from any obligation hereunder. Bayer Customer may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Bayer Customer provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to Bayer Customer of its entire Kogenate fibrin sealant business, provided that any such successor becomes a party to this Agreement; provided that no . No assignment under (i) or (ii) above shall relieve Bayer from Customer nom any obligation hereunder. Any purported assignment in contravention of this Section 13.1 14.1 shall be void.

Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier the Company may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate Affiliate of Supplier the Company provided that any such affiliate Affiliate becomes a party to this Agreement, (ii) any lender of Supplier the Company as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facilityCompany; provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier the Company from any obligation hereunder. Any Bayer Party may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate Affiliate of Bayer to which a Bayer Party Transfers Common Shares in accordance with this Agreement, provided that any such affiliate Affiliate becomes a party to this Agreement or (ii) any successor in interest to such Bayer of its entire Kogenate businessParty, provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer from any obligation hereunder. Talecris LLC may assign this Agreement and any or all rights or obligations hereunder to (i) any Affiliate of Talecris LLC to which Talecris LLC transfers Shares in accordance with this Agreement, provided that any such Affiliate becomes a party to this Agreement, and (ii) any successor in interest to Talecris LLC provided that any such assignee becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Talecris LLC from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 8.01 shall be void.

Consent to Assignment. This Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges that Deutsche Bank National Trust Company is acting as Trustee pursuant to the Pooling and Servicing Agreement and consents to the transfer to the Trustee of a security interest in all rights of Party B under this Agreement. Deutsche Bank National Trust Company, acting as Trustee on behalf of the provisions hereof holders of the Certificates, shall have the right to enforce this Agreement, including the terms of Part 1(i), against Party A. Party A acknowledges that the Trustee shall be binding upon entitled to give notices and inure to perform and satisfy the obligations of Party B hereunder on behalf of Party B. Party A shall be entitled to rely on any notice or communication from the Trustee to that effect; provided, further, that any such notice or communication shall be in writing and delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the authenticity of any such notice or communication, including, without limitation, any written wiring account information of Party B or the Trust, and shall have no obligation to verify the accuracy of any facts asserted therein or the authority of the sender thereof. Party B hereby indemnifies Party A against any losses, costs, claims or liabilities arising from Party A’s reliance on any such notice or communication (subject to the availability of funds therefor in accordance with Article IV (Flow of Funds) of the Pooling and Servicing Agreement), and Party A shall be released from any further obligations to Party B to the extent that it has rendered performance of such obligations to the Trustee for the benefit of the parties hereto and their respective successors and assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any holders of the rights, interests or obligations hereunder may Certificates. The parties acknowledge that the indemnity contained in this Part 5(j) shall be assigned by any subject to Section 4.04 of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier may assign this Pooling and Servicing Agreement and any or all rights or obligations hereunder is only due to (i) any affiliate of Supplier provided that any such affiliate becomes a party to this the extent funds are available for the payment thereof in accordance with the Pooling and Servicing Agreement, (ii) any lender of Supplier as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facility; provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier from any obligation hereunder. Bayer may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate of Bayer provided that any such affiliate becomes a party to this Agreement or (ii) any successor in interest to Bayer of its entire Kogenate business, provided that any such successor becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 shall be void.

Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and it is not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties without the prior written consent of the other party hereto, except that each party may at any time assign any or all of its rights or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve such party of any obligations under this Agreement). Notwithstanding the foregoing, Supplier the Company may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate Affiliate of Supplier the Company provided that any such affiliate Affiliate becomes a party to this Agreement, (ii) any lender of Supplier the Company as collateral security or (iii) any successor in interest to Supplier, it being understood that any such successor shall continue to supply PPF under this Agreement from the Clayton, North Carolina facilityCompany; provided that any such successor becomes a party to this Agreement; provided that no assignment under (i), (ii) or (iii) above shall relieve Supplier the Company from any obligation hereunder. Bayer Any Employee Holder may assign this Agreement and any or all rights or obligations hereunder to a transferee, provided that any such transferee becomes a party to this Agreement by executing a Joinder Agreement in the form attached as Exhibit A; provided that such assignment shall not relieve the Employee Holder from any obligation hereunder. Talecris LLC may assign this Agreement and any or all rights or obligations hereunder to (i) any affiliate Affiliate of Bayer Talecris LLC to which Talecris LLC transfers Shares in accordance with this Agreement, provided that any such affiliate Affiliate becomes a party to this Agreement or Agreement, and (ii) any successor in interest to Bayer of its entire Kogenate business, Talecris LLC provided that any such successor assignee becomes a party to this Agreement; provided that no assignment under (i) or (ii) above shall relieve Bayer Talecris LLC from any obligation hereunder. Any purported assignment in contravention of this Section 13.1 8.01 shall be void.