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

Successors; Assignment; Amendments; Waivers. (a) RTEA may assign its rights and obligations under this Agreement without the prior written consent of Buyer and may pledge or assign its rights under this Agreement in connection with a financing and the enforcement of the lender's rights thereunder. Notwithstanding the foregoing, if RTEA assigns its rights and obligations under this Agreement to any Person that is not an Affiliate of RTEA, such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; however, a nationally recognized accounting or law firm retained by such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEA. (b) This Agreement may only be amended in a writing signed by both Buyer and RTEA. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) 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 and permitted assigns. Buyer shall, by written agreement, require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Buyer would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.

Successors; Assignment; Amendments; Waivers. (a) RTEA Each Existing Stockholder may freely assign (in whole or in part) its rights and obligations under this Agreement without the prior written consent of Buyer the Corporation to any Person as long as such assignee has executed and may pledge or assign its rights under this Agreement delivered or, in connection with such assignment, executes and delivers, a financing joinder to this Agreement, in form and substance reasonably satisfactory to the enforcement 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 lender's Existing Stockholder Representative, also be assigned the rights thereunder. Notwithstanding and obligations of the foregoing, if RTEA assigns Existing Stockholder Representative in its capacity as such; provided that the Existing Stockholder Representative may assign its rights and obligations under 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 to any Person that is 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 an Affiliate of RTEA, such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; however, a nationally recognized accounting or law firm retained by such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEAin part. (b) This 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 rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.06 and has been recorded on the books of the Corporation. (c) No provision of this Agreement may only be amended unless such amendment is approved in a writing signed by both Buyer the Corporation and RTEAthe Existing Stockholders (through the Existing Stockholders Representative), whereupon all Existing Stockholders shall be bound. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effectiveeffective (it being understood that the Existing Stockholders Representative shall be permitted to waive provisions of this Agreement on behalf of all Existing Stockholders). (cd) 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 successors, assigns, heirs, executors, administrators and permitted assignslegal representatives. Buyer shall, by written agreement, The Corporation shall require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) to all or 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 Buyer the Corporation would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.

Successors; Assignment; Amendments; Waivers. (a) RTEA may assign its rights and obligations under this Agreement without the prior written consent of Buyer and may pledge or assign its rights under this Agreement in connection with a financing and the enforcement of the lender's ’s rights thereunder. Notwithstanding the foregoing, if RTEA assigns its rights and obligations under this Agreement to any Person that is not an Affiliate of RTEA, such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; however, a nationally recognized accounting or law firm retained by such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEA. (b) This Agreement may only be amended in a writing signed by both Buyer and RTEA. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) 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 and permitted assigns. Buyer shall, by written agreement, require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Buyer would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.

Successors; Assignment; Amendments; Waivers. (a) RTEA Each Existing Stockholder may freely assign (in whole or in part) its rights and obligations under this Agreement without the prior written consent of Buyer the Corporation to any Person as long as such assignee has executed and may pledge or assign its rights under this Agreement delivered or, in connection with such assignment, executes and delivers, a financing joinder to this Agreement, in form and substance reasonably satisfactory to the enforcement 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 lender's Existing Stockholder Representative, also be assigned the rights thereunder. Notwithstanding and obligations of the foregoing, if RTEA assigns Existing Stockholder Representative in its capacity as such; provided that the Existing Stockholder Representative may assign its rights and obligations under 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 to any Person that is 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 an Affiliate of RTEA, such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; however, a nationally recognized accounting or law firm retained by such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEAin part. (b) This 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 (c) No provision of this Agreement may only be amended unless such amendment is approved in a writing signed by both Buyer the Corporation and RTEAthe Existing Stockholders (through the Existing Stockholders Representative), whereupon all Existing Stockholders shall be bound. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effectiveeffective (it being understood that the Existing Stockholders Representative shall be permitted to waive provisions of this Agreement on behalf of all Existing Stockholders). (cd) 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 successors, assigns, heirs, executors, administrators and permitted assignslegal representatives. Buyer shall, by written agreement, The Corporation shall require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) to all or 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 Buyer the Corporation would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.

Successors; Assignment; Amendments; Waivers. (a) RTEA Each TRA Party may assign assign, sell, pledge or otherwise alienate or transfer all or any portion of its rights and obligations under this Agreement without the prior written consent of Buyer and may the Corporation, but such assignment, sale, pledge or assign other alienation or transfer shall require the prior written consent of the TRA Representative; provided however a TRA Party may not assign, sell, pledge or otherwise alienate or transfer all or any portion of its rights under this Agreement in connection with a financing and to the enforcement parties listed on Schedule [ ] without the prior written consent of the lender's rights thereunderCorporation. Notwithstanding In the foregoingcase of any such assignment, if RTEA assigns its rights sale, pledge or other alienation or transfer to any Person, such person shall execute and obligations under deliver a Joinder, substantially in the form of Exhibit A, agreeing to succeed to the applicable portion of such TRA Party’s interest in this Agreement and to any Person that is not an Affiliate become a Party for all purposes of RTEAthis Agreement, except as otherwise provided in such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; however, a nationally recognized accounting or law firm retained by such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEAJoinder. (b) This No provision of this Agreement or any schedule or exhibit with respect thereto (other than to reflect any assignment, sale, pledge or otherwise alienation or transfer effected pursuant to Section 7.6(a)) may only be amended unless such amendment is approved in a writing signed by both Buyer the Corporation and RTEAthe TRA Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) 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 successors, assigns, heirs, executors, administrators and permitted assignslegal representatives. Buyer shall, by written agreement, The Corporation shall require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) to all or 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 Buyer the Corporation would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.

Successors; Assignment; Amendments; Waivers. (a) RTEA The Shareholders' Representative may not assign this Agreement to any person; provided, however, that the Shareholders' Representative may assign this Agreement to any of its Affiliates, permitted successors or replacements under the Transaction Agreement, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Company agreeing to be bound by all provisions of this Agreement and acknowledging specifically the last sentence of Section 6.06(c). (b) No Shareholder may transfer this Agreement or its rights to ITR Payments under this Agreement; provided, that any Shareholder may transfer this Agreement and obligations its rights to ITR Payments under this Agreement without to its direct or indirect owners or other Affiliates or, with the prior written consent of Buyer and the Shareholders' Representative (which may pledge be granted or assign its rights under this Agreement withheld in connection with a financing and the enforcement sole discretion of the lender's rights thereunder. Notwithstanding the foregoingShareholders' Representative), if RTEA assigns its rights and obligations under to other Shareholders or their direct or indirect owners or other Affiliates. (c) The Company may not assign this Agreement to any Person that is not an Affiliate of RTEA, such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; however, a nationally recognized accounting or law firm retained by such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEAperson. (bd) This No provision of this Agreement may only be amended unless such amendment is approved in a writing signed by both Buyer the Company and RTEAthe Shareholders' Representative, whereupon all Shareholders shall be bound. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (ce) 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 successors, assigns, heirs, executors, administrators and permitted assignslegal representatives. Buyer shall, by written agreement, The Company shall require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Buyer the Company would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.

Successors; Assignment; Amendments; Waivers. (a) RTEA The Shareholders’ Representative may not assign this Agreement to any person; provided, however, that the Shareholders’ Representative may assign this Agreement to any of its Affiliates, permitted successors or replacements under the Transaction Agreement, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Company agreeing to be bound by all provisions of this Agreement and acknowledging specifically the last sentence of Section 6.06(c). (b) No Shareholder may transfer this Agreement or its rights to ITR Payments under this Agreement; provided, that any Shareholder may transfer this Agreement and obligations its rights to ITR Payments under this Agreement without to its direct or indirect owners or other Affiliates or, with the prior written consent of Buyer and the Shareholders’ Representative (which may pledge be granted or assign its rights under this Agreement withheld in connection with a financing and the enforcement sole discretion of the lender's rights thereunder. Notwithstanding the foregoingShareholders’ Representative), if RTEA assigns its rights and obligations under to other Shareholders or their direct or indirect owners or other Affiliates. (c) The Company may not assign this Agreement to any Person that is not an Affiliate of RTEA, such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; however, a nationally recognized accounting or law firm retained by such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEAperson. (bd) This No provision of this Agreement may only be amended unless such amendment is approved in a writing signed by both Buyer the Company and RTEAthe Shareholders’ Representative, whereupon all Shareholders shall be bound. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (ce) 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 successors, assigns, heirs, executors, administrators and permitted assignslegal representatives. Buyer shall, by written agreement, The Company shall require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Buyer the Company would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.

Successors; Assignment; Amendments; Waivers. (a) RTEA Each TRA Party may assign its rights and obligations under this Agreement without the prior written consent any of Buyer and may pledge or assign its rights under this Agreement in connection with a financing and the enforcement of the lender's rights thereunder. Notwithstanding the foregoing, if RTEA assigns its rights and obligations under this Agreement whole or in part to any Person that is not an Affiliate of RTEAas long as such transferee has executed and delivered, or, in connection with such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; howevertransfer, executes and delivers, a nationally recognized accounting joinder to this Agreement, in the form of Exhibit A or law firm retained such other form mutually agreed by the parties, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEAjoinder. (b) This Agreement may only be amended in a writing signed by both Buyer and RTEA. No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by PubCo and signed each of the TRA Parties. Any failure by a party to insist upon the strict performance of any provision of this Agreement, or to exercise any right or remedy upon a breach of any such provision, will not constitute a waiver of the party’s right to enforce the provision or to exercise any remedy upon any breach of the provision. Any waiver given by a party against whom with respect to any provision of this Agreement is applicable only with respect to the waiver specific provision and instance for which it is given. Notwithstanding anything to be effectivethe contrary in this Agreement (including this Section 7.5), the execution and delivery of a joinder to this Agreement pursuant to Section 7.5(a) shall not require the consent of PubCo or any of the TRA Parties. (c) 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 successors, assigns, heirs, executors, administrators and permitted assignslegal representatives. Buyer shall, by written agreement, PubCo shall require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of PubCo, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Buyer PubCo would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.