Common use of 3Successors and Assigns Clause in Contracts

3Successors and Assigns. (a) Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement and the other Operative Documents by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors of the parties hereto, whether so expressed or not and by the permitted registered assigns of the parties hereto including, without limitation, any subsequent holders of the Notes. This Agreement and the rights and obligations of the Purchasers hereunder and under the Notes may be assigned by the Purchasers; provided, however, that if no Default or Event of Default has occurred and is continuing, the Company must consent to any such assignment, which consent of the Company shall not be unreasonably conditioned, withheld or delayed and which consent of the Company shall not be required in connection with an assignment to a partner, member, Related Fund or Affiliate of the Purchasers; provided further, in any case, that no assignment shall be effective unless and until such assignment is recorded in the register pursuant to Section 11.3(b). This Agreement and the rights and obligations of the Credit Parties shall not be assigned without the prior written consent of the Holders. Each Purchaser shall maintain at one of its offices in the United States a copy of each assignment delivered to it and a register for the recordation of the names and addresses of each Holder and the principal amount of, and interest on, the Obligations owing to such Holder pursuant to the terms hereof. Such register shall include sub-registers that separately record the principal amount of, and interest with respect to, all Obligations arising from the Closing Date and the Closing Date. The entries in such register shall be conclusive, and the Credit Parties, the Purchasers and the Holders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Holder hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Such register shall be available for inspection by the Credit Parties and any Holder at any reasonable time upon reasonable prior notice to the Purchasers. Any Holder may, with the prior written consent of the Purchasers, at any time sell to one or more commercial banks, funds or other Persons (a “Participant”) participating interests in the Notes and the other interests of that Holder (the “Originating Holder”) hereunder and under the other Operative Documents; provided, however, that, unless otherwise consented to by the Purchasers and the Company, which consent shall not be unreasonably conditioned, withheld or delayed (it being agreed that the Company’s consent shall not be required with respect to any sale to any Participant that is a partner, member, Affiliate or Related Fund of any Holder or required if an Event of Default shall have occurred and be continuing): (i) the Originating Holder’s obligations under this Agreement shall remain unchanged; (ii) the Originating Holder shall remain solely responsible for the performance of such obligations; (iii) the Credit Parties and the Purchasers shall continue to deal solely and directly with the Originating Holder in connection with the Originating Holder’s rights and obligations under this Agreement and the other Operative Documents; and (iv) no Holder shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Operative Document. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Operative Documents, and all amounts payable by the Company hereunder shall be determined as if such Holder had not sold such participation. (b) Notwithstanding any other provision contained in this Agreement or any other Operative Document to the contrary, any Holder may (i) assign all or any portion of the Notes held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Federal Reserve Board and any Operating Circular issued by such Federal Reserve Bank, or (ii) pledge all or any portion of the Notes held by it to its unaffiliated lenders for collateral security purposes, provided that any payment in respect of such assignment made by the Company to or for the account of the assigning or pledging Holder in accordance with the terms of this Agreement shall satisfy the Company’s obligations hereunder in respect to such assigned or pledged Notes to the extent of such payment. No such assignment or pledge shall release the assigning Holder from its obligations hereunder. Each Participant shall be entitled to the benefits of Section 11.12 hereof as if it were a Holder, and such Participant shall be obligated to comply with the requirements of Section 11.12 hereof. Each Originating Holder that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts of, and stated interest on, each Participant’s interest in the Obligations owing to such Participant (the “Participant Register”); provided that no Holder shall have any obligation to disclose all or any portion of the Participant Register to any Person other than the Purchasers except to the extent that such disclosure is necessary to establish that the Notes are in “registered form” under the Code. The entries in the Participant Register shall be conclusive absent manifest error, and such Originating Holder shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Purchasers shall have no responsibility for maintaining a Participant Register. This Section 11.3(b) shall be construed so that the Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

3Successors and Assigns. (a) Except as otherwise expressly provided herein, all covenants and agreements contained in The provisions of this Agreement and the other Operative Documents by or on behalf of any of the parties hereto will bind shall be binding upon and inure to the benefit of the parties hereto and their respective successors of the parties hereto, whether so expressed or not and by the permitted registered assigns of the parties hereto including, without limitation, any subsequent holders of the Notesassigns. This Agreement and the Agreement, or any rights and or obligations of the Purchasers hereunder and under the Notes hereunder, may not be assigned by the Purchasers; provided, however, that if no Default or Event of Default has occurred and is continuing, the Company must consent to any such assignment, which consent of the Company shall not be unreasonably conditioned, withheld or delayed and which consent of the Company shall not be required in connection with an assignment to a partner, member, Related Fund or Affiliate of the Purchasers; provided further, in any case, that no assignment shall be effective unless and until such assignment is recorded in the register pursuant to Section 11.3(b). This Agreement and the rights and obligations of the Credit Parties shall not be assigned Seller without the prior written consent of the Holders. Each Purchaser shall maintain at one of Purchaser; provided that the Seller may assign this Agreement in its offices in the United States a copy of each assignment delivered entirety to it and a register for the recordation any third party that acquires all or substantially all of the names and addresses Seller’s business to which this Agreement relates, whether by merger, sale of each Holder and assets or otherwise, so long as, (a) such assignee acquires all of the principal amount ofSeller’s right, title and interest onin and to the BPM Technology, the Obligations owing License Agreement and this Agreement and (b) prior to closing any such Holder pursuant transaction, the Seller causes such Person to deliver a writing to the terms hereof. Such register shall include sub-registers that separately record Purchaser in which such Person assumes all of the principal amount of, and interest with respect to, all Obligations arising from obligations of the Closing Date and the Closing Date. The entries in such register shall be conclusive, and the Credit Parties, the Purchasers and the Holders may treat each Person whose name is recorded therein pursuant Seller to the terms hereof Purchaser under this Agreement. This Agreement as a Holder hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Such register shall whole may not be available for inspection assigned by the Credit Parties and any Holder at any reasonable time upon reasonable prior notice to the Purchasers. Any Holder may, with Purchaser without the prior written consent of the Purchasers, at any time sell to one or more commercial banks, funds or other Persons (a “Participant”) participating interests in the Notes and the other interests of that Holder (the “Originating Holder”) hereunder and under the other Operative DocumentsSeller; provided, however, that, unless otherwise consented to by the Purchasers and the Company, which consent shall not be unreasonably conditioned, withheld or delayed (it being agreed provided that the Company’s consent shall not be required with respect to any sale to any Participant that is a partner, member, Affiliate or Related Fund of any Holder or required if an Event of Default shall have occurred and be continuing): (i) the Originating Holder’s obligations under this Agreement shall remain unchanged; (ii) the Originating Holder shall remain solely responsible for the performance of such obligations; (iii) the Credit Parties and the Purchasers shall continue to deal solely and directly with the Originating Holder in connection with the Originating Holder’s Purchaser may assign its rights and obligations under this Agreement and in its entirety to an Affiliate of the other Operative Documents; and Purchaser or to any third party that acquires all or substantially all the Purchaser’s assets, whether by merger, sale of assets or otherwise, provided that (iva) no Holder shall transfer or grant prior to closing any participating interest such transaction, the Purchaser causes such assignee to deliver a writing to the Seller in which such Person assumes all of the obligations of the Purchaser to the Seller under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Operative Document. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Operative Documents, and all amounts payable by the Company hereunder shall be determined as if such Holder had not sold such participation. (b) such assignee complies with ‎Section 5.12(b) (replacing “Purchaser” wherever it appears with such assignee and replacing “Closing Date” with the date of such assignment). Notwithstanding any other provision contained in the foregoing, the Purchaser may assign its rights but not its obligations under this Agreement or any other Operative Document to without the contrary, any Holder may (i) assign all or any portion prior written consent of the Notes held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Federal Reserve Board and any Operating Circular issued by such Federal Reserve Bank, or (ii) pledge all or any portion of the Notes held by it to its unaffiliated lenders for collateral security purposes, Seller; provided that any payment in respect (a) the Purchaser promptly notifies the Seller of such assignment made by the Company to or for the account of the assigning or pledging Holder in accordance assignment, (b) each such assignee complies with ‎Section 5.12(b) (replacing “Purchaser” wherever it appears with such assignee and replacing “Closing Date” with the terms of this Agreement shall satisfy the Company’s obligations hereunder in respect to date that such assigned or pledged Notes to the extent of such payment. No such assignment or pledge shall release the assigning Holder from its obligations hereunder. Each Participant shall be entitled to the benefits of Section 11.12 hereof as if it were a Holder, and such Participant shall be obligated to comply with the requirements of Section 11.12 hereof. Each Originating Holder that sells a participation shall, acting solely for this purpose as assignee acquires an agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts of, and stated interest on, each Participant’s interest in the Obligations owing Purchaser’s rights hereunder), and (c) if the Purchaser assigns its right under this Agreement to such Participant (more than one party, the “Participant Register”); provided that no Holder Licensee shall have any obligation not be requested or instructed to disclose all or any portion pay the Purchased Royalty Interest to more than one bank account. Any purported assignment in violation of the Participant Register to any Person other than the Purchasers except to the extent that such disclosure is necessary to establish that the Notes are in “registered form” under the Code. The entries in the Participant Register this ‎‎Section 10.3 shall be conclusive absent manifest error, null and such Originating Holder shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Purchasers shall have no responsibility for maintaining a Participant Register. This Section 11.3(b) shall be construed so that the Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.void