language used between them and with the JV
Company will be the English language, including for all notifications, reporting
and corporate secretarial documents, provided that French translations will be
established at the JV Company's costs for the purpose of filing and notification
to French administrations.
The English version of any such documents, including
the Articles of Association, shall prevail between the Parties over any
non-English version thereof.
19.5.
ASSIGNMENT; SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES
(A)
THE RIGHTS, INTERESTS OR OBLIGATIONS OF ANY OF THE PARTIES UNDER
THIS AGREEMENT, SHALL NOT BE ASSIGNABLE OR TRANSFERABLE, IN WHOLE OR IN PART,
PRIOR TO OR AFTER THE CLOSING DATE WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF
THE OTHER PARTY, UNLESS ASSIGNED OR TRANSFERRED TO OR SUBSTITUTED BY A PARTY TO
ONE OR SEVERAL OF ITS AFFILIATES IN ACCORDANCE WITH SECTION 11.2.1 AFTER THE
CLOSING DATE.
(B)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES AND THEIR RESPECTIVE AND PERMITTED SUCCESSORS AND ASSIGNS.
NOTHING
IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED OR SHALL BE CONSTRUED TO
CONFER UPON ANY PERSON OTHER THAN THE PARTIES AND SUCCESSORS AND ASSIGNS
PERMITTED BY THIS SECTION 19.5 ANY RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF
THIS AGREEMENT.
(C)
EACH OF THE PARTIES RECOGNIZES AND ACKNOWLEDGES THAT IN CONNECTION
WITH THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND EVERY ASPECT THEREOF,
INCLUDING THE JV COMPANY AND THE JOINT VENTURE CONTEMPLATED BY THIS AGREEMENT,
EACH PARTY IS EXPRESSLY RELYING ON THE PARTICULAR SKILLS AND PERFORMANCE BY TO
BE MADE AVAILABLE TO THE JV COMPANY AND TO SUCH PARTY BY THE OTHER PARTY, THAT
SUCH RELIANCE IS UNIQUE AND IRREPLACEABLE, THAT EACH PARTY WOULD BE THEREFORE
SUFFER IRREPARABLE HARM IF THE RIGHTS, INTERESTS OR OBLIGATIONS OF THE OTHER
PARTY, OR THE JV COMPANY SHARES, WERE ASSIGNED OR TRANSFERRED, AND THAT
ACCORDINGLY IN THIS RESPECT THIS AGREEMENT AND THE ANCILLARY AGREEMENTS ARE IN
THE NATURE OF PERSONAL SERVICES CONTRACT AND NEITHER THEY, NOR THE JV COMPANY
SHARES, NOR ANY RIGHTS OR OBLIGATIONS OF THE PARTIES, ARE ASSIGNABLE EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT.
THE PARTIES FURTHER RECOGNIZE AND
ACKNOWLEDGE THAT COMPENSATORY REMEDIES UNDER LAW MAY NOT BE ADEQUATE WITH
RESPECT TO A BREACH OF THE FOREGOING PROHIBITION ON THE TRANSFER OF SUCH RIGHTS,
INTERESTS OR OBLIGATIONS.
ACCORDINGLY, IT IS THE INTENTION OF THE PARTIES THAT
SUCH PROHIBITION AND THE LOCK-UP, PREEMPTIVE, OPTION, PUT, CHANGE OF CONTROL,
GOVERNANCE, RESERVED MATTERS, INFORMATION AND OTHER RIGHTS AFFORDED UNDER THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS BE SPECIFICALLY ENFORCED IN EVERY
RESPECT.
19.6.
AMENDMENTS.
THIS AGREEMENT SHALL NOT BE AMENDED, MODIFIED OR
SUPPLEMENTED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF EACH OF THE PARTIES.
48
19.7.
EXTENSION; WAIVERS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE FAILURE
OR DELAY OF ANY PARTY TO ASSERT OR ENFORCE AT ANY TIME ANY PROVISION OF, OR ANY
OF ITS RIGHTS UNDER, THIS AGREEMENT SHALL NOT BE CONSTRUED TO BE A WAIVER OF
SUCH PROVISION, NOR IN