Common use of Assignability; Change of Control Clause in Contracts

Assignability; Change of Control. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing but subject to Section 9.13(b), no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement, the Separation Agreement and the other Ancillary Agreements (except as may be otherwise provided in any such other Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement, the Separation Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. (b) To the extent legally permissible, Enhabit shall notify Encompass in writing at least ninety (90) calendar days prior to the completion of any Enhabit Change of Control. In the event of an Enhabit Change of Control, notwithstanding anything to the contrary herein, Encompass shall be entitled to terminate this Agreement, in whole or in part, without any penalty, liability or further obligation with thirty (30) calendar days’ prior written notice to Enhabit.

Assignability; Change of Control. (a) This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns; provided that neither Party party hereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party party hereto. Notwithstanding the foregoing but subject to Section 9.13(b4.11(b), no such consent shall be required for the assignment of a Partyparty’s rights and obligations under this Agreement, the Separation Agreement and the other Ancillary Agreements (except as may be otherwise provided in any such other Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement, the Separation Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party party hereto so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. (b) To the extent legally permissible, Enhabit SpinCo shall notify Encompass Parent in writing at least ninety (90) calendar days prior to the completion of any Enhabit SpinCo Change of Control. In the event of an Enhabit a SpinCo Change of Control, notwithstanding anything to the contrary herein, Encompass Parent shall be entitled to terminate this Agreement, in whole or in part, without any penalty, liability or further obligation with thirty forty-five (3045) calendar days’ prior written notice to EnhabitSpinCo, during which period any outstanding services will be unwound.