Successors and Permitted Assignees Sample Clauses

Successors and Permitted Assignees. This Agreement is binding on and inures to the benefit of successors and permitted assignees. The restrictions on assignment contained herein do not prohibit or otherwise limit changes in control of Seller.

Successors and Permitted Assignees. 16.1 Each MEP Participant shall be entitled to transfer, assign, share or otherwise deal with all or any of its rights under this Agreement, with binding effect on the State Authorities, subject only to the prior notification by the MEP Participant transferor to the State Authorities of details of such transferred rights and the recipient thereof, and if the MEP Participant transferor so elects, delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such rights; provided, however, that the State Authorities shall have the right, within fifteen (15) days of receipt of such notification, to disapprove such transfer, assignment, sharing or dealing if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Azerbaijan Law. Upon delivery of the form of agreement as contemplated by this Section 16.1, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. 16.2 Each MEP Participant shall be entitled to transfer, assign or otherwise deal with all or any of its obligations under this Agreement: (i) in the case of any such transfer, assignment or other dealing in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, subject to prior notification by the MEP Participant transferor to the State Authorities of details of such obligations and the recipient of such obligations and delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such obligations and in form and substance satisfactory to the MEP Participant transferor which (1) provides that the transferor shall cease to be a Party to this Agreement and is released from any obligations hereunder, (2) provides that the recipient shall become a party to this Agreement in succession to the transferor and shall observe all obligations and assume any liabilities as if it had at all times been a Party to this Agreement, (3) provides that the recipient shall indemnify the transferor and all other Parties from and against obligations and liabilities that otherwise would have been the responsibility of the transferor and (4) specifies the effective date of the transfer and such other matters that the transferor shall reasonably require; (ii) in the case of any such transfer, assignment or other dealing which is not in relation to another MEP Participant or an Affiliate o...

Successors and Permitted Assignees. 1. The Host Government agrees that the rights and obligations of each Project Investor under this Agreement include the right to transfer its rights under this Agreement in accordance with the provisions of this Article [39]. 2. Each Project Investor shall have the right to assign by way of security to any Lender the whole of its rights and obligations under this Agreement provided that such Lender agrees via a direct agreement with the Host Government that upon enforcement by such Lender of its rights pursuant to such assignment, the Lender will accept, vis-à-vis the Host Government, all of the obligations of the Project Investor pursuant to this Agreement. 3. Each Project Investor shall have the right to transfer in whole its rights and obligations under this Agreement to an Affiliate provided that such Affiliate has the necessary financial and technical capability to perform that Project Investor's obligations under this Agreement. Each such transfer to an Affiliate shall be effective upon the Host Government's receipt of written notification. In these circumstances, the transferring Project Investor will remain liable for its obligations under this Agreement after the effective date of the transfer. 4. Each Project Investor can only transfer its rights and obligations under this Agreement to an entity to which it is not an Affiliate with the prior written consent of the Host Government (which shall not be unreasonably withheld or delayed). Each such transfer shall be effective upon the issuance by the Host Government of its written consent. In these circumstances, the transferring Project Investor will cease to have any liability for its obligations under this Agreement after the effective date of the transfer (other than with respect to any existing breach of such obligations).

Successors and Permitted Assignees. This Agreement binds the Parties, as well as their Successors and Permitted Assignees that come to hold Attached Shares, which must adhere to the Agreement, unconditionally and irrevocably, as a condition for the validity of the respective Transfer, as a member of the Shareholders’ Group or of the assignor Shareholder. 5.1.1 For the purposes of Clause 5.1, “Permitted Assignee” is the Affiliate whose capital stock is held, individually or jointly with its Successors, directly or indirectly, by the assignor Shareholder, who shall jointly and severally guarantee compliance with all obligations of the assignee Affiliate related to this Agreement. 5.7.1 The termination or rescission of this Agreement shall not affect the liability of any Shareholder for any breach of this Agreement committed before the termination date. 5.7.2 This Agreement may be terminated at any time, upon prior notice of thirty (30) days, by any of the two (2) Shareholder Groups, jointly, of the following Shareholders: David, Daniel, ▇▇▇▇▇ and ▇▇▇▇▇. 5.7.3 Notwithstanding the provisions of Clause 5.7, this Agreement shall terminate automatically on the date that the Shareholders’ Agreement of the Holding Company is terminated, even in the case of early termination, for any reason. 5.7.4 The termination of this Agreement in the case of non-renewal, as per Clause 5.7, or even as a result of the provisions of Clauses 5.7.2 and 5.7.3, shall not grant the right to claims or indemnification, of any kind, by any Party towards the other Party.

Successors and Permitted Assignees. [Option 1 ] 1. The Host Government agrees that the rights, benefits and obligations of the Project Investor include the right to transfer their rights under this Agreement, and any agreement related to the Project. 2. Any assignment of rights and obligations under this Agreement by the Project Investors shall require the prior written consent of the Host Government. Said written consent shall not be unreasonably withheld or delayed. However, any Project Investor shall have the right to assign in whole its rights and obligations under this Agreement to an Affiliate provided such Affiliate has the necessary financial and technical capability to perform that Project Investor’s obligations under this Agreement, or to assign its rights and/or obligations under this Agreement by way of security in favour of a Lender. Any such transfer to an Affiliate shall be effective upon the notification to the Host Government. 3. If an Affiliate to which the rights and obligations hereunder have been assigned ceases to be an Affiliate or is declared bankrupt and/or becomes insolvent, such Project Investor shall resume all rights and obligations assigned. If such assignor is no longer an Affiliate or is declared bankrupt or has become insolvent, then, in case several assignments have taken place since the date hereof, the Agreement shall be reassigned to the preceding assignor, which shall take over any and all of the obligations of the assignee under the Agreement.

Successors and Permitted Assignees. 16.1 Each MEP Participant shall be entitled to transfer, assign, share or otherwise deal with all or any of its rights under this Agreement, with binding effect on the State Authorities, subject only to the prior notification by the MEP Participant transferor to the State Authorities of details of such transferred rights and the recipient thereof, and if the MEP Participant transferor so elects, delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such rights; provided, however, that the State Authorities shall have the right, within twenty (20) days of receipt of such notification, to disapprove such transfer, assignment, sharing or dealing if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Georgian Law. Upon delivery of the form of agreement as contemplated by this Section 16.1, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. 16.2 Each MEP Participant shall be entitled to transfer, assign or otherwise deal with all or any of its obligations under this Agreement, with binding effect on the State Authorities, subject to the requirement that the MEP Participant transferor provide to the State Authorities not less than twenty (20) days prior notification of: (i) the details of the proposed transaction with respect to obligations proposed to be retained and those transferred; (ii) the details of the recipient in the context of the proposed transaction and, in particular, the obligations proposed to be assumed; and (iii) certified financial statements, disclosure documents and other relevant information reasonably demonstrating to the State Authorities that the transferee has the financial and (to the extent it may be required in the circumstances) technical capability to observe and perform such obligations. The State Authorities shall have the right, within twenty (20) days of receipt of the foregoing, to disapprove such transfer, assignment, sharing or other dealing on the basis that the proposed transferee has not reasonably demonstrated that (i) it has the financial or (to the extent it may be required in the circumstances) technical capability to observe and perform such obligations or (ii), except when the proposed recipient of the obligation is an MEP Participant, the proposed recipient poses a threat to national security, defense and/or public safety in violatio...