Common use of Successors; Assignment; Amendments; Waivers Clause in Contracts

Successors; Assignment; Amendments; Waivers. (a) Each Existing Stockholder may freely assign (in whole or in part) its rights under this Agreement without the prior written consent of the Corporation to any Person as long as such assignee has executed and delivered or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10. If the Existing Stockholder Representative assigns all or a portion of its rights as an Existing Stockholder under this Agreement, such assignee shall, at the election of the Existing Stockholder Representative, also be assigned the rights and obligations of the Existing Stockholder Representative in its capacity as such; provided that the Existing Stockholder Representative may assign its rights and obligations in its capacity as such to an Affiliate at any time; provided, further, that any assignment of the rights and obligations of the Existing Stockholder Representative in its capacity as such shall not be effective unless the assignee has executed and delivered or, in connection with such assignment, executes and delivers (A) a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10. For the avoidance of doubt, the rights and obligations of the Existing Stockholder Representative in its capacity as such may only be assigned in whole and not in part.

Successors; Assignment; Amendments; Waivers. (a) Each Existing Stockholder may freely assign (in whole or in part) its rights under this Agreement without the prior written consent of the Corporation Corporate Taxpayer to any Person as long as such assignee has executed and delivered or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory similar to the CorporationExhibit [ ] hereto, agreeing to be bound by all provisions of this Agreement Agreement; provided that any assignee that is a Family Member of such Stockholder or a direct or indirect limited or general partner of such Stockholder shall not be required to execute a joinder agreement but, in lieu thereof, the assignor or assignee(s) shall provide notice to the Corporate Taxpayer in form and (B) substance similar to Exhibit [ ] hereto identifying such forms or other information as the Corporation may reasonably require for purposes of Section 7.10assignee(s). If the Existing Stockholder Representative assigns all or a portion of its rights as an Existing a Stockholder under this Agreement, such assignee shall, at the election of the Existing Stockholder Representative, also be assigned the rights and obligations of the Existing Stockholder Representative in its capacity as such; provided that the Existing Stockholder Representative may assign its rights and obligations in its capacity as such to an Affiliate at any time; provided, further, that any assignment of the rights and obligations of the Existing Stockholder Representative in its capacity as such shall not be effective unless the assignee has executed and delivered or, in connection with such assignment, executes and delivers (A) a joinder to this Agreement, in form and substance reasonably satisfactory similar to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10Exhibit [ ] hereto. For the avoidance of doubt, the rights and obligations of the Existing Stockholder Representative in its capacity as such may only be assigned in whole and not in part.

Successors; Assignment; Amendments; Waivers. (a) Each Existing Except as provided in this Section 7.6(a), no Stockholder may freely (other than the Centerbridge Stockholders (as defined in the Stockholders Agreement)) may, directly or indirectly, assign (in whole or in part) its rights under this Agreement without the prior written consent of the Corporation Stockholder Representative except for assignments (i) solely to or among such Stockholder’s Family Group (as defined in the Stockholders Agreement), (ii) to the Centerbridge Stockholders or (iii) to the Corporate Taxpayer; provided that prior to and as a condition to any Person as long as assignment by any Stockholder of its rights under this Agreement, such assignee has executed and delivered or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory similar to the CorporationExhibit A hereto, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10Agreement. If the Existing Stockholder Representative assigns all or a portion of its rights as an Existing a Stockholder under this Agreement, such assignee shall, at the election of the Existing Stockholder Representative, also be assigned the rights and obligations of the Existing Stockholder Representative in its capacity as such; provided that the Existing Stockholder Representative may assign its rights and obligations in its capacity as such to an Affiliate at any time; provided, further, that any assignment of the rights and obligations of the Existing Stockholder Representative in its capacity as such shall not be effective unless the assignee has executed and delivered or, in connection with such assignment, executes and delivers (A) a joinder to this Agreement, in form and substance reasonably satisfactory similar to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10Exhibit B hereto. For the avoidance of doubt, the rights and obligations of the Existing Stockholder Representative in its capacity as such may only be assigned in whole and not in part.

Successors; Assignment; Amendments; Waivers. 11- (a) Each Existing Stockholder may freely assign (in whole or in part) transfer its rights under this Agreement without the prior written consent of the Corporation to any Person as long as such assignee transferee has executed and delivered delivered, or, in connection with such assignmenttransfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10Agreement. If the Existing Stockholder Stockholders Representative assigns all or a portion of its rights as an Existing a Stockholder under this Agreement, such assignee transferee shall, at the election of the Existing Stockholder Stockholders Representative, also be assigned have the rights and obligations of provided to the Existing Stockholder Stockholders Representative in its capacity as such; provided further that the Existing Stockholder Stockholders Representative may assign its rights and obligations in its capacity as such to an Affiliate at Affiliate. (b) The Corporation may not assign any time; provided, further, that any assignment of the its rights and obligations under this Agreement without the prior written consent of the Existing Stockholder Representative Stockholders Representative. (c) No provision of this Agreement may be amended unless such amendment is approved in its capacity as writing by the Corporation and the Stockholders Representative. No provision of this Agreement may be waived unless such shall not be effective unless waiver is in writing and signed by the assignee has executed and delivered or, in connection with such assignment, executes and delivers (A) a joinder to this Agreement, in form and substance reasonably satisfactory to party against whom the Corporation, agreeing waiver is to be bound by all effective. (d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives, including any Permitted Assignee pursuant to a Permitted Assignment. The Corporation shall require and cause any direct or indirect successor (Bwhether by purchase, merger, consolidation or otherwise) such forms to all or other information as substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation may reasonably require for purposes of would be required to perform if no such succession had taken place. Section 7.10. For the avoidance of doubt, the rights and obligations of the Existing Stockholder Representative in its capacity as such may only be assigned in whole and not in part7.07.

Successors; Assignment; Amendments; Waivers. (a) Each Existing Stockholder may freely assign (in whole or in part) its rights under this Agreement without the prior written consent of the Corporation to any Person as long as such assignee has executed and delivered or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10. If the Existing Stockholder Representative assigns all or a portion of its rights as an Existing Stockholder under this Agreement, such assignee shall, at the election of the Existing Stockholder Representative, also be assigned the rights and obligations of the Existing Stockholder Representative in its capacity as such; provided that the Existing Stockholder Representative may assign its rights and obligations in its capacity as such to an Affiliate at any time; provided, further, that any assignment of the rights and obligations of the Existing Stockholder Representative in its capacity as such shall not be effective unless the assignee has executed and delivered or, in connection with such assignment, executes and delivers (A) a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10. For the avoidance of doubt, the rights and obligations of the Existing Stockholder Representative in its capacity as such may only be assigned in whole and not in part.. (b) The transferee and transferor of any Transfer permitted under this Section 7.06 shall ensure that the Corporation is provided with a copy (which may be by PDF) of the fully executed instrument of Transfer, which instrument must clearly identify the name of the transferor and transferee and the Ownership Percentage being transferred, within five (5) days of the effective date of such Transfer. Any Transfer, or attempted Transfer in violation of this Agreement, including any failure of a purported transferee to enter into a joinder to this Agreement or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporation or the Existing Stockholders Representative. The Corporation shall be entitled to treat the record owner of any