Common use of Assignability; No Third Party Rights Clause in Contracts

Assignability; No Third Party Rights. (a) This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and permitted assigns; provided that neither this Agreement nor a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of the other Parties, except that a Party may assign any of its rights under this Agreement and any other Transaction Document (i) as collateral security to a creditor, (ii) to one of its Affiliates; provided that no Party may assign this Agreement pursuant to this clause (ii) until after the Closing, or (iii)(A) to the acquirer of all or substantially all of its assets of such Party, (B) in the case of the Transaction Documents other than this Agreement, to the acquirer of any member of such Party’s Group or any lines of business of such Party or (C) in connection any merger or consolidation involving such Party; provided that in each case, no such assignment shall relieve such Party of any of its obligations. Any attempted assignment or delegation of this Agreement or any of such rights or obligations by any Party in violation of this Agreement without the prior written consent of the other Parties shall be void and of no effect. (b) Except as provided in (i) the second sentence of Section 8.3(d)(i), the second sentence of Section 8.3(d)(ii), the last sentence of Section 9.1, Section 9.5(c) and this sentence with respect to Financing Sources, (ii) Section 8.3(d) and Section 9.15 with respect to the Persons described therein, (iii) Section 5.14 with respect to D&O Indemnitees and (iv) from and after the Merger Effective Time, the right of each member of Spinco to receive shares of Merger Partner Common Stock pursuant to Article I, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the generality of the foregoing, the representations and warranties in this Agreement are the product of negotiations between the Parties and are for the sole benefit of the Parties. Any inaccuracies in or breaches of such representations or warranties are subject to waiver by the Parties in accordance with this Agreement without notice or Liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation of risks associated

Assignability; No Third Party Rights. (a) This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties parties hereto and their respective successors and permitted assigns; provided provided, however, that neither this Agreement nor a Partyany party’s rights or obligations hereunder may be assigned or delegated by such Party party without the prior written consent of the other Partiesparties, except that a Party may assign any of its rights under this Agreement and any other Transaction Document (i) as collateral security to a creditor, (ii) to one of its Affiliates; provided that no Party may assign this Agreement pursuant to this clause (ii) until after the Closing, or (iii)(A) to the acquirer of all or substantially all of its assets of such Party, (B) in the case of the Transaction Documents other than this Agreement, to the acquirer of any member of such Party’s Group or any lines of business of such Party or (C) in connection any merger or consolidation involving such Party; provided that in each case, no such assignment shall relieve such Party of any of its obligations. Any attempted assignment or delegation of this Agreement or any of such rights or obligations by any Party in violation of this Agreement party without the prior written consent of the other Parties parties shall be void and of no effect. (b) Except as provided in (i) the second sentence , except that Remainco or RMT Partner may assign all or any portion of Section 8.3(d)(i), the second sentence its rights or obligations to any of Section 8.3(d)(ii), the last sentence of Section 9.1, Section 9.5(c) and this sentence with respect to its Financing Sources, (ii) Section 8.3(d) and Section 9.15 with respect Sources pursuant to the Persons described therein, (iii) Section 5.14 with respect to D&O Indemnitees and (iv) from and after the Merger Effective Time, the right of each member of Spinco to receive shares of Merger Partner Common Stock pursuant to Article I, this Agreement is for the sole benefit terms of the Parties and their permitted successors and assigns and nothing applicable Financing for purposes of creating a security interest herein or otherwise assigning as collateral security in respect of such Financing. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other Person or Entity than the parties hereto) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the generality of the foregoing, the representations and warranties Notwithstanding anything in this Agreement are to the product of negotiations between contrary, the Parties and are for the sole benefit (i) Financing Sources shall be third-party beneficiaries of the Parties. Any inaccuracies in or breaches second sentence of such representations or warranties are subject to waiver by the Parties in accordance with this Agreement without notice or Liability to any other Person. In some instancesSection 8.3(d)(i), the representations second sentence of Section 8.3(d)(ii), Section 8.3(g), Section 8.3(h), the last sentence of Section 9.1, Section 9.2(c), the last sentence of Section 9.5 and warranties in this Agreement may represent an allocation sentence and (ii) the D&O Indemnitees shall be third-party beneficiaries of risks associatedSection 5.17 and this sentence.

Assignability; No Third Party Rights. (a) This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and permitted assigns; assigns; provided that neither this Agreement nor a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of the other Parties, except that a Party may assign any of its rights under this Agreement and any other Transaction Document (i) as collateral security to a creditor, (ii) to one of its Affiliates; provided that no Party may assign this Agreement pursuant to this clause (ii) until after the Closing, or (iii)(A) to the acquirer of all or substantially all of its assets of such Party, (B) in the case of the Transaction Documents other than this Agreement, to the acquirer of any member of such Party’s Group or any lines of business of such Party or (C) in connection any merger or consolidation involving such Party; provided that in each casecase of clauses (A), (B) and (C), (I) no such assignment shall relieve such Party of any of its obligationsobligations and (II) no such assignment shall result in (1) any change to the sequencing of the Equity Sale and the Merger as set forth in Section 1.3 (i.e., that the Equity Sale shall be consummated prior to, but substantially concurrently with, the Merger Effective Time) or (2) the Surviving Corporation or any of its Subsidiaries owning any member of the Spinco Group or any member of the Spinco Group owning the Surviving Corporation or any of its Subsidiaries. Any attempted assignment or delegation of this Agreement or any of such rights or obligations by any Party in violation of this Agreement without the prior written consent of the other Parties shall be void and of no effect. (b) Except (i) as provided in (iA) the second sentence of Section 8.3(d)(i10.3(f)(i), the second sentence of Section 8.3(d)(ii10.3(f)(ii), Section 10.3(g)(i), Section 10.3(g)(ii), the last sentence of Section 9.1, Section 9.5(c) and this sentence with respect to Financing Sources, (ii) Section 8.3(d) and Section 9.15 with respect to the Persons described therein, (iii) Section 5.14 with respect to D&O Indemnitees and (iv) from and after the Merger Effective Time11.1, the right of each member of Spinco to receive shares of Merger Partner Common Stock pursuant to Article I, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the generality of the foregoing, the representations and warranties in this Agreement are the product of negotiations between the Parties and are for the sole benefit of the Parties. Any inaccuracies in or breaches of such representations or warranties are subject to waiver by the Parties in accordance with this Agreement without notice or Liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation of risks associatedlast sentence of

Assignability; No Third Party Rights. (a) This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and permitted assigns; assigns; provided that neither this Agreement nor a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of the other Parties, except that a Party may assign any of its rights under this Agreement and any other Transaction Document (i) as collateral security to a creditor, (ii) to one of its Affiliates; provided that no Party may assign this Agreement pursuant to this clause (ii) until after the Closing, or (iii)(A) to the acquirer of all or substantially all of its assets of such Party, (B) in the case of the Transaction Documents other than this Agreement, to the acquirer of any member of such Party’s Group or any lines of business of such Party or (C) in connection any merger or consolidation involving such Party; provided that in each casecase of clauses (A), (B) and (C), (I) no such assignment shall relieve such Party of any of its obligationsobligations and (II) no such assignment shall result in (1) any change to the sequencing of the Equity Sale and the Merger as set forth in Section 1.3 (i.e., that the Equity Sale shall be consummated prior to, but substantially concurrently with, the Merger Effective Time) or (2) the Surviving Corporation or any of its Subsidiaries owning any member of the Spinco Group or any member of the Spinco Group owning the Surviving Corporation or any of its Subsidiaries. Any attempted assignment or delegation of this Agreement or any of such rights or obligations by any Party in violation of this Agreement without the prior written consent of the other Parties shall be void and of no effect. (b) Except (i) as provided in (iA) the second sentence of Section 8.3(d)(i10.3(f)(i), the second sentence of Section 8.3(d)(ii10.3(f)(ii), Section 10.3(g)(i), Section 10.3(g)(ii), the last sentence of Section 9.111.1, the last sentence of Section 11.2, Section 9.5(c) 11.5(c), Section 11.16 and this sentence with respect to Debt Financing Sources, (iiB) in Section 8.3(d) 10.3(g), Section 11.15 and Section 9.15 11.16 with respect to the Persons described therein, therein and (iiiC) in Section 5.14 6.10 with respect to D&O Indemnitees and (ivii) from and after the Merger Effective Time, the right of each member holder of Spinco to receive shares of Merger Partner Common Stock pursuant or Merger Partner Equity Awards to receive the consideration set forth in Article I, including the Per Share Price and the payments contemplated by Section 1.6, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the generality of the foregoing, the representations and warranties in this Agreement are the product of negotiations between the Parties and are for the sole benefit of the Parties. Any inaccuracies in or breaches of such representations or warranties are subject to waiver by the Parties in accordance with this Agreement without notice or Liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation of risks associatedassociated with particular matters between the Parties regardless of the knowledge of a Party. Consequently, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date hereof or as of any other date.