Common use of Assignment; Successors in Interest Clause in Contracts

Assignment; Successors in Interest. (a) No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties, except as provided in Sections 11.3(b) and (c). (b) The Purchaser shall, without the obligation to obtain the prior written consent of either Seller but with the obligation to provide contemporaneous or prior notice to the Sellers, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser; and the Purchaser (or any such Affiliate, if applicable) may pledge, assign and grant to the Purchaser’s (or such Affiliate’s) lenders, for the benefit of such lenders, a continuing security interest on all of the Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of the Purchaser or such Affiliate to such lenders by reason of borrowings or the guarantee of borrowings, or otherwise; but no such assignment to an Affiliate or pledge, grant or assignment of a security interest shall release or discharge the Purchaser from any of its obligations as the “Purchaser” under this Agreement or the Purchaser Ancillary Documents and the transactions contemplated by this Agreement or the other Purchaser Ancillary Documents. (c) The Sellers shall, without the obligation to obtain the prior written consent of the Purchaser but with the obligation to provide contemporaneous or prior notice to the Purchaser, be entitled to assign this Agreement or all or any part of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Affiliates of the Sellers (without limiting the foregoing, the Purchaser understands and agrees that Huntsman Petrochemical currently intends to assign all of its rights in respect of the Business and the Assets and under this Agreement to Huntsman C4 LP and that it may do so without obtaining any consent of the Purchaser); but no such assignment to an Affiliate shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and any transaction contemplated by this Agreement or the Seller Purchaser Ancillary Documents (unless such assignment is part of a transaction the result of which is that all or substantially all of the Port ▇▇▇▇▇▇ operations of the Sellers in Jefferson County, Texas are contained in the Person (or subsidiaries of the Person) to which such assignment is made. For the avoidance of doubt, the Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, except as may otherwise be required under any applicable Commercial Agreement. (d) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Assignment; Successors in Interest. (a) No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties, except as provided in Sections 11.3(b) and (c). (b) The Purchaser shall, without the obligation to obtain the prior written consent of either Seller but with the obligation to provide contemporaneous or prior notice to the Sellers, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser; and the Purchaser (or any such Affiliate, if applicable) may pledge, assign and grant to the Purchaser’s (or such Affiliate’s) lenders, for the benefit of such lenders, a continuing security interest on all of the Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of the Purchaser or such Affiliate to such lenders by reason of borrowings or the guarantee of borrowings, or otherwise; but no such assignment to an Affiliate or pledge, grant or assignment of a security interest shall release or discharge the Purchaser from any of its obligations as the “Purchaser” under this Agreement or the Purchaser Ancillary Documents and the transactions contemplated by this Agreement or the other Purchaser Ancillary Documents. (c) The Sellers shall, without the obligation to obtain the prior written consent of the Purchaser but with the obligation to provide contemporaneous or prior notice to the Purchaser, be entitled to assign this Agreement or all or any part of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Affiliates of the Sellers (without limiting the foregoing, the Purchaser understands and agrees that Huntsman Petrochemical currently intends to assign all of its rights in respect of the Business and the Assets and under this Agreement to Huntsman C4 LP and that it may do so without obtaining any consent of the Purchaser); but no such assignment to an Affiliate shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and any transaction contemplated by this Agreement or the Seller Purchaser Ancillary Documents (unless such assignment is part of a transaction the result of which is that all or substantially all of the Port ▇▇▇Art▇▇▇ operations ▇▇erations of the Sellers in Jefferson County, Texas are contained in the Person (or subsidiaries of the Person) to which such assignment is made. For the avoidance of doubt, the Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, except as may otherwise be required under any applicable Commercial Agreement. (d) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Assignment; Successors in Interest. (a) No assignment or transfer by any Party of such Party’s its rights and obligations hereunder shall under this Agreement will be made except with the prior written consent of the other PartiesParties to this Agreement; provided, except as provided in Sections 11.3(b) and (c). (b) The that each Purchaser shall, without the obligation to obtain the prior written consent of either Seller but with the obligation to provide contemporaneous or prior notice to the SellersPartners, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to any one or more Affiliates of such Purchaser and, provided, further, that, without obtaining the Purchaser; prior written consent of the Partners, Quanta and the each Purchaser (or any such Affiliate, if applicable) may pledge, assign and grant to the Quanta’s and such Purchaser’s (or such Affiliate’s) lenders, for the benefit of such lenders, a continuing security interest and lien on all of the Quanta’s, such Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of the Quanta, such Purchaser or such Affiliate to such lenders by reason of borrowings borrowing or the guarantee of borrowingsborrowing, or otherwise; but provided, however, that no such assignment to an Affiliate permitted by this Section 11.3 will relieve Quanta or pledge, grant or assignment the Purchasers of a security interest shall release or discharge the Purchaser from any of its their respective obligations as the “Purchaser” under this Agreement or and in any event, the Purchaser Ancillary Documents Purchasers and Quanta, as applicable, shall promptly provide the transactions contemplated by Partners with written notice of any such assignment. Notwithstanding the foregoing, Quanta may assign its rights and obligations under this Agreement or the other Purchaser Ancillary Documents. (c) The Sellers shall, to any Person without the obligation to obtain obtaining the prior written consent of the Purchaser but Partners in connection with the obligation to provide contemporaneous or prior notice to the Purchaserany merger, be entitled to assign this Agreement or all or any part sale of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Affiliates of the Sellers (without limiting the foregoing, the Purchaser understands and agrees that Huntsman Petrochemical currently intends to assign all of its rights in respect of the Business and the Assets and under this Agreement to Huntsman C4 LP and that it may do so without obtaining any consent of the Purchaser); but no such assignment to an Affiliate shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and any transaction contemplated by this Agreement or the Seller Purchaser Ancillary Documents (unless such assignment is part of a transaction the result of which is that all or substantially all of Quanta’s assets or other business combination, however structured, involving Quanta, including a Change in Control; provided, however, that the Port ▇▇▇▇▇▇ operations Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of the Sellers in Jefferson County, Texas are contained in the Person (or subsidiaries of the Person) to which any such assignment is madeassignment. For the avoidance of doubt, the Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, except as may otherwise be required under any applicable Commercial Agreement. (d) This Agreement shall will be binding upon and shall will inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall will also be a reference to the successors and a successor or permitted assigns thereofassign.

Assignment; Successors in Interest. (a) No assignment partial or transfer full assignment, transfer, pledge, or other collateralization of this Agreement by any either Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other PartiesParty or Parties (in its or their sole discretion), except as provided the case may be. The Parties acknowledge that Purchaser may, in Sections 11.3(b) and (c). (b) The the course of seeking the Required Financing, solicit Sellers’ consent hereunder for certain limited assignments, transfers, pledges, or other collateralizations, upon the request of the relevant lender, investor, or other third party engaging in the Required Financing transaction. If so, Purchaser shallshall include the relevant terms of the assignment, without transfer, pledge, or other collateralization in soliciting the obligation to obtain the prior written Sellers’ consent of either Seller but with the obligation to provide contemporaneous or prior notice to the SellersRequired Financing transaction pursuant to Section 11.1.78 hereto. Under no circumstances whatsoever (even if contemplated in such terms) will the assignment, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser; and the Purchaser (or any such Affiliatetransfer, if applicable) may pledge, assign and grant to the Purchaser’s (or such Affiliate’s) lenders, for the benefit other collateralization directly or indirectly relieve Purchaser of such lenders, a continuing security interest on all of the Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of the Purchaser or such Affiliate to such lenders by reason of borrowings or the guarantee of borrowings, or otherwise; but no such assignment to an Affiliate or pledge, grant or assignment of a security interest shall release or discharge the Purchaser from any of its obligations as the “Purchaser” under this Agreement or the hereunder (and Purchaser Ancillary Documents shall remain jointly and the transactions contemplated by this Agreement or the other Purchaser Ancillary Documents. (c) The severally liable to Sellers shall, without the obligation to obtain the prior written consent of the Purchaser but with the obligation to provide contemporaneous or prior notice to the Purchaser, be entitled to assign this Agreement or all or any part of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Affiliates of the Sellers (without limiting the foregoing, the Purchaser understands and agrees that Huntsman Petrochemical currently intends to assign for all of its rights obligations in respect of this Agreement). Subject to the Business and the Assets and under preceding sentence, this Agreement to Huntsman C4 LP and that it may do so without obtaining any consent of the Purchaser); but no such assignment to an Affiliate shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and any transaction contemplated by this Agreement or the Seller Purchaser Ancillary Documents (unless such assignment is part of a transaction the result of which is that all or substantially all of the Port ▇▇▇▇▇▇ operations of the Sellers in Jefferson County, Texas are contained in the Person (or subsidiaries of the Person) to which such assignment is made. For the avoidance of doubt, the Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, except as may otherwise be required under any applicable Commercial Agreement. (d) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof. (hh) The parties acknowledge and agree that despite the existing Table of Contents of the Purchase Agreement (in the executed, delivered version) consisting of a “redline” inadvertently containing “tracked changes,” that is the correct Table of Contents, subject to the changes set forth in this Amendment, which the Parties acknowledge are not reflected in such Table of Contents. (ii) The List of Exhibits immediately following the Table of Contents of the Purchase Agreement is amended and restated to read as follows: Exhibit A Form of Stock Registration Form Exhibit B Form of Certificate of Accredited Investor Status Exhibit C Day-to-Day Management Agreement Exhibit D Voting Agreement Exhibit E [Intentionally Omitted.] Exhibit F Form of the Share Transfer Instrument for Meridian Serbia Exhibit G Form of the Share Transfer Instrument for Meridian Montenegro Exhibit H Form of the Share Transfer Instrument for Meridian Malta Exhibit I Form of the Share Transfer Instrument for Meridian Cyprus Exhibit J Form of Promissory Note Exhibit K Form of Certificate of Designation for Series C Preferred Shares Exhibit L [Intentionally Omitted.] Exhibit M [Intentionally Omitted.] ” (jj) The Day-to-Day Management Agreement attached as Exhibit C to this Amendment shall be deemed Exhibit C to the Purchase Agreement; the Nominating and Voting Agreement attached as Exhibit D to this Amendment shall be deemed Exhibit D to the Purchase Agreement; and the Form of Certificate of Designation for Series C Preferred Shares attached as Exhibit K to this Amendment shall be deemed Exhibit K to the Purchase Agreement.

Assignment; Successors in Interest. (a) No Except as provided in this Section 13.3, no assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with without the prior written consent of the other Parties, except as provided in Sections 11.3(b) and (c). (b) The Purchaser shallmay, without the obligation to obtain the prior written consent of either Seller the Sellers, but with the obligation to provide contemporaneous or prior notice to the Sellers, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates Persons, provided, that any assignment under this Section 13.3(b) (whether by the Purchaser or any Qualified Transferee) shall be permitted only to a Person in which the Purchaser or ▇▇▇▇ Industries, Inc. owns, directly or indirectly, 50% or more of the Purchasersuch Person’s outstanding equity interests (a “Qualified Transferee”); and the Purchaser (or any such AffiliateQualified Transferee, if applicable) may pledge, assign and grant to the Purchaser’s (or such AffiliateQualified Transferee’s) lenders, for the benefit of such lenders, a continuing security interest on all of the Purchaser’s or such AffiliateQualified Transferee’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of the Purchaser or such Affiliate Qualified Transferee to such lenders by reason of borrowings or the guarantee of borrowings, or otherwise; but no provided, however, that any foreclosure or assignment in lieu thereof by any such lenders shall be subject to the restrictions on assignment or transfer set forth herein. No such assignment to an Affiliate a Qualified Transferee or pledge, grant or assignment of a security interest shall release or discharge the Purchaser from any of its obligations as the “Purchaser” under this Agreement or the Purchaser Ancillary Documents and the transactions contemplated by this Agreement or the other any Purchaser Ancillary DocumentsDocuments (including from the obligations the Purchaser otherwise would have had under any such Ancillary Document if the Purchaser had not assigned the obligation to enter into any such Ancillary Document to a Qualified Transferee), and any such Qualified Transferee shall, as a condition to assignment hereunder, expressly agree to be subject to the terms set forth in this Section 13.3 and assume the obligations set forth in Section 8.1(e)(8) (with respect to the Assets received by such Qualified Transferee). (c) The Sellers shallmay, without the obligation to obtain the prior written consent of the Purchaser Purchaser, but with the obligation to provide contemporaneous or prior notice to the Purchaser, be entitled to assign this Agreement or all or any part of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Affiliates of the Sellers (without limiting the foregoing, the Purchaser understands and agrees that Huntsman Petrochemical currently intends to assign all of its rights in respect of the Business and the Assets and under this Agreement to Huntsman C4 LP and that it may do so without obtaining any consent of the Purchaser); but no Persons. No such assignment to an Affiliate a Person shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and any transaction the transactions contemplated by this Agreement or the any Seller Purchaser Ancillary Documents (unless such assignment is part of a transaction the result of which is that all or substantially all of the Port ▇▇▇▇▇▇ operations of the Sellers in Jefferson County, Texas are contained in the Person (or subsidiaries of the Person) to which such assignment is madeDocuments. For the avoidance of doubt, the Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, except as may otherwise be required under any applicable Commercial Agreement. (d) Subject to Section 13.3(e) below, the Purchaser (or a Qualified Transferee) shall have the right to assign its rights of indemnification pursuant to Article VIII and Article XII to one or more subsequent owners of all or any portion of the Assets, subject to (i) the approval of the Sellers, which approval shall not be unreasonably withheld, conditioned or delayed and (ii) the requirement that, as a condition to assignment hereunder, such assignee expressly agrees to be subject to the terms set forth in this Section 13.3 and assumes the obligations set forth in Section 8.1(e)(8) (with respect to the Assets received by such assignee); provided, however, that for purposes of this Section 13.3, any Change of Control of the Purchaser or a Qualified Transferee shall be deemed an assignment pursuant to this Section 13.3(d) of the rights to indemnification with respect to the Assets owned by the Purchaser or such Qualified Transferee at the time of such Change of Control; provided, however, that any change in the ownership of ▇▇▇▇ Industries, Inc. shall not be considered a Change of Control of the Purchaser or any Qualified Transferee. (e) Once the Purchaser (or a Qualified Transferee) has assigned its rights of indemnification with respect to all or any portion of an Asset pursuant to Section 13.3(d), but not Section 13.3(b), the subsequent beneficiary of such indemnity shall have no further right to assign such indemnity again without the prior written consent of the Sellers, which the Sellers may withhold in their sole discretion. Further, if there is a Change of Control of the subsequent beneficiary without such prior written consent, the indemnification rights assigned to such subsequent beneficiary shall thereafter cease to be enforceable by such subsequent beneficiary, but such subsequent beneficiary shall continue to be bound by the obligations set forth in Section 8.1(e)(8) (with respect to the Assets received by such subsequent beneficiary). (f) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Assignment; Successors in Interest. (a) No Except as provided in this Section 13.3, no assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with without the prior written consent of the other Parties, except as provided in Sections 11.3(b) and (c). (b) The Purchaser shallmay, without the obligation to obtain the prior written consent of either Seller the Sellers, but with the obligation to provide contemporaneous or prior notice to the Sellers, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates Persons, provided, that any assignment under this Section 13.3(b) (whether by the Purchaser or any Qualified Transferee) shall be permitted only to a Person in which the Purchaser or ▇▇▇▇ Industries, Inc. owns, directly or indirectly, 50% or more of the Purchasersuch Person’s outstanding equity interests (a “Qualified Transferee”); and the Purchaser (or any such AffiliateQualified Transferee, if applicable) may pledge, assign and grant to the Purchaser’s (or such AffiliateQualified Transferee’s) lenders, for the benefit of such lenders, a continuing security interest on all of the Purchaser’s or such AffiliateQualified Transferee’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of the Purchaser or such Affiliate Qualified Transferee to such lenders by reason of borrowings or the guarantee of borrowings, or otherwise; but no provided, however, that any foreclosure or assignment in lieu thereof by any such lenders shall be subject to the restrictions on assignment or transfer set forth herein. No such assignment to an Affiliate a Qualified Transferee or pledge, grant or assignment of a security interest shall release or discharge the Purchaser from any of its obligations as the “Purchaser” under this Agreement or the Purchaser Ancillary Documents and the transactions contemplated by this Agreement or the other any Purchaser Ancillary DocumentsDocuments (including from the obligations the Purchaser otherwise would have had under any such Ancillary Document if the Purchaser had not assigned the obligation to enter into any such Ancillary Document to a Qualified Transferee), and any such Qualified Transferee shall, as a condition to assignment hereunder, expressly agree to be subject to the terms set forth in this Section 13.3 and assume the obligations set forth in Section 8.1(d)(8) (with respect to the Assets received by such Qualified Transferee). (c) The Sellers shallmay, without the obligation to obtain the prior written consent of the Purchaser Purchaser, but with the obligation to provide contemporaneous or prior notice to the Purchaser, be entitled to assign this Agreement or all or any part of the Business or Assets, or the Sellers’ rights or obligations hereunder to one or more Affiliates of the Sellers (without limiting the foregoing, the Purchaser understands and agrees that Huntsman Petrochemical currently intends to assign all of its rights in respect of the Business and the Assets and under this Agreement to Huntsman C4 LP and that it may do so without obtaining any consent of the Purchaser); but no Persons. No such assignment to an Affiliate a Person shall release or discharge the Sellers from any of their obligations as the “Sellers” under this Agreement or the Seller Ancillary Documents and any transaction the transactions contemplated by this Agreement or the any Seller Purchaser Ancillary Documents (unless such assignment is part of a transaction the result of which is that all or substantially all of the Port ▇▇▇▇▇▇ operations of the Sellers in Jefferson County, Texas are contained in the Person (or subsidiaries of the Person) to which such assignment is madeDocuments. For the avoidance of doubt, the Sellers may convey any of the Excluded Assets without any notice to or consent of the Purchaser, except as may otherwise be required under any applicable Commercial Agreement. (d) This Agreement Subject to Section 13.3(e) below, the Purchaser (or a Qualified Transferee) shall have the right to assign its rights of indemnification pursuant to Article VIII and Article XII to one or more subsequent owners of all or any portion of the Assets, subject to (i) the approval of the Sellers, which approval shall not be binding upon unreasonably withheld, conditioned or delayed and shall inure (ii) the requirement that, as a condition to assignment hereunder, such assignee expressly agrees to be subject to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.terms set forth in this