Common use of Assignability, Beneficiaries, Governing Law and Enforcement Clause in Contracts

Assignability, Beneficiaries, Governing Law and Enforcement. (a) This Agreement and the rights and obligations hereunder shall be binding upon and inure solely to the benefit of the parties hereto, their respective successors and permitted assigns, but this Agreement shall not be assignable by (i) Seller or the Selling Subsidiary without the prior written consent of Buyer; or (ii) Buyer, without the prior written consent of Seller; provided that, without such consent, (A) Seller may assign its rights and obligations hereunder to an Affiliate at any time, or to a third party in connection with a sale or transfer (by means of a merger, stock sale or otherwise) of all or substantially all of Seller’s business; provided that no such assignment shall relieve Seller of its obligations hereunder; and (B) Buyer may assign its rights and obligations hereunder to any of its Affiliate or to any of its or their respective financing sources (including any agent or other representative thereof) as collateral security for obligations in respect of financing arrangements entered into in connection with the Transaction (including, without limitation, the Financing) and any refinancings, extensions, refundings or renewals thereof; provided that no such assignment will relieve Buyer of its obligations hereunder. Nothing contained herein is intended to confer upon any Person, other than the parties to this Agreement and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement; provided that (x) the Financing Sources shall be express third-party beneficiaries of Section 10.04(b), Section 11.04, Section 11.05, this Section 11.06 and Section 11.12, and each of such Sections shall expressly inure to the benefit of the Financing Sources, each of which Financing Sources shall be entitled to rely on and enforce the provisions of such Sections, and (y) the Company Released Parties shall be express third-party beneficiaries of Section 6.11. This Agreement shall be governed by the law of the State of New York without reference to the choice of law doctrine of such state to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, including the obligation to consummate the Transactions, without proof of actual damages, this being in addition to any other remedy to which any party is entitled at law or in equity. Each party further agrees that (i) no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.06, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and (ii) it will not oppose the granting of such remedy. (c) Notwithstanding anything to the contrary set forth in this Agreement, it is explicitly agreed that the right of Seller to obtain an injunction, or other appropriate form of equitable relief, to cause, or to cause Buyer to cause, the Equity Financing to be funded (but not the right of Seller to obtain an injunction, or other appropriate form of equitable relief, for any other reason) at any time shall be subject to the requirement that (i) Buyer is required to complete the Closing pursuant to Sections 2.01 and 2.07, (ii) the Financing has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing or all conditions set forth in the Debt Financing have been satisfied (other than those conditions that by their terms cannot be satisfied prior to the Closing, but subject to such conditions being capable of being satisfied assuming the Closing occurs), (iii) Buyer fails to complete the Closing in accordance with Sections 2.01 and 2.07 and (iv) Seller has irrevocably confirmed in writing that if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing pursuant to Section 2.01 will occur. (d) Notwithstanding anything herein to the contrary, each of the Seller and the Selling Subsidiary (in each case on behalf of itself, its controlled Affiliates and its employees and representatives) acknowledges and agrees that it (and such other Persons) shall have no recourse against the Financing Sources, and the Financing Sources shall be subject to no Liabilities or claims by the Seller or the Selling Subsidiary (or such other Persons) in connection with any Financing or in any way relating to this Agreement, the other Transaction Documents or any of the Transactions, whether at Law, in equity, in Contract, in tort, or otherwise.

Assignability, Beneficiaries, Governing Law and Enforcement. (a) This Agreement and the rights and obligations hereunder shall be binding upon and inure solely to the benefit of the parties hereto, their respective successors and permitted assigns, but this Agreement shall not be assignable by (i) Seller or the Selling Subsidiary either party hereto without the prior express written consent of Buyerthe other party hereto, which will not be unreasonably withheld; provided that, at any time at or (ii) Buyerafter the Closing, Buyer shall have the right to assign all or certain provisions of this Agreement, or any interest herein, without the prior written consent of SellerSeller to any of the financial institutions providing the Debt Financing, as collateral; provided thatfurther, without such consent, (A) either Seller or Buyer may assign its rights and obligations hereunder to an Affiliate at any time, or to a third party in connection with a sale or transfer (by means of a merger, stock sale or otherwise) of all or substantially all of Seller’s or Buyer’s respective business; provided that no such further, in the case of an assignment shall relieve Seller of its obligations hereunder; and (B) Buyer may assign its rights and obligations hereunder to any of its Affiliate or to any of its or their respective financing sources (including any agent or other representative thereof) as collateral security for obligations in respect of financing arrangements entered into in connection with the Transaction (includingan Affiliate, without limitation, the Financing) and any refinancings, extensions, refundings or renewals thereof; provided that no such assignment will relieve Buyer of its limit Seller’s, Parent’s or Buyer’s obligations hereunder, as applicable. Nothing Other than as explicitly set forth herein, including in Section 10.02 and Section 10.03, nothing contained herein is intended to confer upon any Person, other than the parties to this Agreement and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement; provided that (x) the . Each provider of Debt Financing Sources shall be or a Debt Financing Commitment is an express third-third party beneficiaries of Section 10.04(b), Section 11.04, Section beneficiary with respect to Sections 11.05, 11.12 or 11.16 or this Section 11.06 and Section 11.12, and each of such Sections shall expressly inure to the benefit of the Financing Sources, each of which Financing Sources shall be entitled to rely on and enforce the provisions of such Sections, and (y) the Company Released Parties shall be express third-party beneficiaries of Section 6.1111.06(a). This Agreement shall be governed by the law of the State of New York without reference to the choice of law doctrine of such state to the extent such principles or rules would require or permit the application of Laws of another jurisdictionstate. (ba) The parties agree that irreparable damage would occur and that the parties would may not have any adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, including the obligation to consummate the Transactions, Agreement without proof of actual damages, this being in addition to any other remedy to which any party is entitled at law or in equity. Each party further agrees that (i) no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.06, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and (ii) it will not oppose the granting of such remedy. (cb) Notwithstanding anything to the contrary set forth in this Agreement, it is explicitly agreed that the right of Seller to obtain an injunction, or other appropriate form of equitable relief, to cause, cause the Buyer or Parent to cause Buyer to cause, complete the Equity Financing to be funded Closing (but not the right of Seller to obtain an injunction, or other appropriate form of equitable relief, for any other reason) at any time shall be subject to the requirement that (i) Buyer is required to complete the Closing pursuant to Sections 2.01 and 2.072.10, (ii) the Debt Financing has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing or all conditions set forth in the Debt Financing have been satisfied (other than those conditions that by their terms cannot be satisfied prior to the Closing, but subject which shall be reasonably expected to such conditions being capable of being be satisfied assuming the Closing occursat Closing), (iii) Buyer fails to complete the Closing in accordance with Sections 2.01 and 2.07 2.10 and (iv) Seller has irrevocably confirmed in writing that if specific performance is granted and the Equity Financing and Debt Financing are is funded, then the Closing pursuant to Section 2.01 will occur. (d) Notwithstanding anything herein to the contrary, each of the Seller and the Selling Subsidiary (in each case on behalf of itself, its controlled Affiliates and its employees and representatives) acknowledges and agrees that it (and such other Persons) shall have no recourse against the Financing Sources, and the Financing Sources shall be subject to no Liabilities or claims by the Seller or the Selling Subsidiary (or such other Persons) in connection with any Financing or in any way relating to this Agreement, the other Transaction Documents or any of the Transactions, whether at Law, in equity, in Contract, in tort, or otherwise.

Assignability, Beneficiaries, Governing Law and Enforcement. (a) This Agreement and the rights and obligations hereunder shall be binding upon and inure solely to the benefit of the parties hereto, their respective successors and permitted assigns, but except that the Financing Sources shall be express third party beneficiaries of Sections 9.03, 11.05, 11.12 and 11.13 and this Section 11.06, each of such Sections shall expressly inure to the benefit of the Financing Sources and the Financing Sources shall be entitled to rely on and enforce the provisions of such Sections. This Agreement shall not be assignable by (i) Seller or the Selling Subsidiary either party hereto without the prior express written consent of Buyer; or (ii) Buyerthe other party hereto, without the prior written consent of Sellerwhich will not be unreasonably withheld; provided that, without such consent, (A) either Buyer or Seller may assign its rights and obligations hereunder to an Affiliate of Buyer or Seller, respectively (but no such assignment shall relieve such assigning party of its obligations under this Agreement), at any time, or to a third party in connection with a sale or transfer (by means of a merger, stock sale or otherwise) of all or substantially all of Buyer’s business or Seller’s business; provided that no such assignment shall relieve Seller of its obligations hereunder; , respectively. Other than as explicitly set forth herein, including in Sections 10.02 and (B) Buyer may assign its rights and obligations hereunder to any of its Affiliate or to any of its or their respective financing sources (including any agent or other representative thereof) as collateral security for obligations in respect of financing arrangements entered into in connection with the Transaction (including10.03, without limitation, the Financing) and any refinancings, extensions, refundings or renewals thereof; provided that no such assignment will relieve Buyer of its obligations hereunder. Nothing nothing contained herein is intended to confer upon any Person, other than the parties to this Agreement and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement; provided that (x) the Financing Sources shall be express third-party beneficiaries of Section 10.04(b), Section 11.04, Section 11.05, this Section 11.06 and Section 11.12, and each of such Sections shall expressly inure to the benefit of the Financing Sources, each of which Financing Sources shall be entitled to rely on and enforce the provisions of such Sections, and (y) the Company Released Parties shall be express third-party beneficiaries of Section 6.11. This Agreement shall be governed by the law of the State of New York without reference to the choice of law doctrine of such state to the extent such principles or rules would require or permit the application of Laws of another jurisdictionstate. (b) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that that, subject to Section 11.06(c), the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, including the obligation to consummate the Transactions, Agreement without proof of actual damages, this being in addition to any other remedy to which any party is entitled at law or in equity. Each party further agrees that (i) no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.06, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and (ii) it will not oppose the granting of such remedy. (c) Notwithstanding anything in this Agreement to the contrary set forth in this Agreementcontrary, it is explicitly agreed that the right Seller shall be entitled to seek specific performance of Seller to obtain an injunction, or other appropriate form of equitable relief, to cause, or Buyer’s obligations to cause Buyer to cause, the Equity Financing to be funded (but not consummation of the right Principal Closing only in the event that each of Seller to obtain an injunction, or other appropriate form of equitable relief, for any other reason) at any time shall be subject to the requirement that following conditions has been satisfied: (i) Buyer is required to complete all of the Closing pursuant to Sections 2.01 and 2.07, (ii) the Financing has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing or all conditions set forth in the Debt Financing Section 5.01 have been satisfied (other than those conditions that by their terms cannot nature are to be satisfied prior to by actions taken at the Principal Closing, but subject to provided such conditions being capable would have been satisfied as of being satisfied assuming such date); (ii) Buyer has failed to complete the Principal Closing occurson the date the Principal Closing should have occurred in accordance with Section 2.01(a), ; (iii) Buyer fails to complete the Closing Financing has been funded in accordance with Sections 2.01 and 2.07 and the terms thereof or will be funded in accordance with the terms thereof at the Principal Closing; and (iv) Seller has irrevocably confirmed in writing that if specific performance is granted and the Equity Financing and Debt Financing are fundedgranted, then it would take such actions required of it by this Agreement to cause the Principal Closing pursuant to Section 2.01 will occur. (d) Notwithstanding anything herein to the contrary, each of the Seller and the Selling Subsidiary (in each case on behalf of itself, its controlled Affiliates and its employees and representatives) acknowledges and agrees that it (and such other Persons) shall have no recourse against the Financing Sources, and the Financing Sources shall be subject to no Liabilities or claims by the Seller or the Selling Subsidiary (or such other Persons) in connection with any Financing or in any way relating to this Agreement, the other Transaction Documents or any of the Transactions, whether at Law, in equity, in Contract, in tort, or otherwise.