Common use of Successors in Title and Assigns Clause in Contracts

Successors in Title and Assigns. 17.1 The rights of the Buyer hereunder (“Buyer Rights”) may be assigned between the Buyer and any Affiliate thereof (provided as a result it shall not increase any liability of any other Party hereunder) but such Affiliate may only enjoy and enforce the rights assigned for so long as it remains an Affiliate. Any party to which rights have been assigned pursuant to this clause 17.1 (including a party that has ceased to be an Affiliate of the Buyer) may assign those rights to the Buyer or any Affiliate thereof (provided as a result it shall not increase any liability of any other Party hereunder). 17.2 The Buyer shall be entitled to assign by way of security the benefit of the Buyer Rights in favour of: (A) any financial institution(s) (including the Financing Sources) which has or has agreed to advance credit facilities (including the Bridge Facility Agreement) to the Buyer to assist in the acquisition contemplated by this Agreement; and/or (B) any financial institution to which any of the financial institutions referred to in clause 17.2(A) above may have assigned or novated any of their participation in such credit facilities; and/or (C) any party refinancing the credit facilities referred to in clause 17.2(A) above PROVIDED THAT as a result the liability of none of the other Parties is increased. 17.3 If there is an assignment of Buyer Rights pursuant to this clause: (A) if it is to an assignee that is not incorporated in England, it shall be ineffective unless a process agent is appointed for the assignee and notified to the other Parties as provided in clause 22 (unless it is an assignment pursuant to clause 17.2(A), in which case this clause 17.3(A) shall not apply); (B) the other Parties may discharge their obligations under this Agreement and Transaction Documents to the assignor until those other Parties receive written notice of the assignment; (C) the Buyer shall remain liable for any obligations of the Buyer under this Agreement; and (D) the liabilities of the other Parties under this Agreement and the other Transaction Documents shall be no greater than such liabilities would have been had the assignment not occurred. 17.4 Subject as provided above in this clause, no party to this Agreement or other Transaction Document may assign all or any of its rights or obligations under this Agreement or any other Transaction Document without the consent of all of the other parties to this Agreement or Transaction Document concerned. 17.5 This Agreement shall be binding upon and enure for the benefit of each Party’s successors and legal representatives and permitted assigns. The liability of any individual for breach of a Warranty shall cease on the death of that individual.