0000950123-05-011268 Sample Contracts

AGREEMENT of SALE
Agreement of Sale • September 19th, 2005 • Agere Systems Inc • Semiconductors & related devices • New York

This Agreement is not assignable by Buyers or Company without the express written consent of the Buyers, in respect of a proposed assignment by Company, and of Company, in respect of a proposed assignment by a Buyer. Any attempted assignment without such consent shall be null and void and shall constitute a default of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, AGSCL may freely assign this Agreement to an entity controlled by Angelo, Gordon & Co., L.P. In the event of any such assignment, AGSCL will notify Company accordingly and the assignee will be deemed to have assumed all obligations and responsibilities of the assignor hereunder.

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