Common use of Assignability; Parties in Interest Clause in Contracts

Assignability; Parties in Interest. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties and their respective successors and assigns. This Agreement shall not be assignable by any party without the express written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void. Except for the provisions of Article 2 (which, from and after the Acceptance Time, shall be for the benefit of Persons that are holders of Company Common Stock or Company Series A Preferred Stock who have tendered pursuant to the Offer (and not validly withdrawn) Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards), Article 3 (which, from and after the Effective Time, shall be for the benefit of Persons who are holders of the Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards immediately prior to the Effective Time) and Section 6.9 (which, from and after the Acceptance Time shall be for the benefit of the Indemnified Parties), nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Parties, any right, benefit or remedy of any nature; provided, however, that the Company shall be entitled and have the right to pursue and recover damages in the name of and on behalf of its stockholders in the event of any breach by Parent or Acquisition Sub of this Agreement or in the event of fraud, which right is hereby acknowledged and agreed to by Parent and Acquisition Sub; provided, further, however, that the Financing Sources Related Parties (if any) shall be express Third Party beneficiaries of Sections 9.1, 9.5, 9.11 and 9.12 (in each case, solely to the extent relating to the Financing Sources Related Parties), each of such Sections shall expressly inure to the benefit of the Financing Sources Related Parties and the Financing Sources Related Parties (if any) shall be entitled to rely on and enforce the provisions of such Sections with respect to the Financing Sources Related Parties.

Assignability; Parties in Interest. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties parties hereto and their respective successors and permitted assigns. This Agreement shall not be assignable by any party without the express written consent of the other Partiesparties hereto, and any attempt to make any such assignment without such consent shall be null and void. Except for ; provided, however, that, prior to the provisions 122 mailing of Article 2 (whichthe Proxy Statement to the Company’s shareholders, from and after Parent may designate, by written notice to the Acceptance TimeCompany, one or more wholly owned direct or indirect Subsidiaries to be a party to the Mergers in lieu of Merger Sub and/or Merger OP, in which event all references herein to Merger Sub and/or Merger OP shall be for deemed references to such other Subsidiary, except that all representations and warranties made herein with respect to Merger Sub and/or Merger OP as of the benefit date of Persons this Agreement shall be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation; provided, further, that are holders any such designation shall not impede or delay the consummation of Company Common Stock or Company Series A Preferred Stock who have tendered pursuant to the Offer (and not validly withdrawn) Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards), Article 3 (which, from and after Transactions. After the Partnership Merger Effective Time, shall be the Parent Parties may assign their rights under this Agreement to any parties providing secured debt financing for the benefit purposes of Persons who are holders of the Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards immediately prior creating a security interest herein. Notwithstanding anything contained in this Agreement to the Effective Time) and Section 6.9 (which, from and after the Acceptance Time shall be for the benefit of the Indemnified Parties)contrary, nothing in this Agreement, express or implied, is intended to or shall confer upon on any Person, Person other than the Partiesparties hereto or their respective permitted assigns any rights, any rightremedies, benefit obligations or remedy of any nature; provided, however, that the Company shall be entitled and have the right to pursue and recover damages in the name of and on behalf of its stockholders in the event of any breach Liabilities under or by Parent or Acquisition Sub reason of this Agreement or Agreement, except (a) as provided in the event of fraudSection 5.9, which right is hereby acknowledged and agreed to by Parent and Acquisition Sub; provided, further, however, that the Financing Sources Related Parties (if any) provision shall be express Third Party beneficiaries of Sections 9.1, 9.5, 9.11 and 9.12 (in each case, solely to the extent relating to the Financing Sources Related Parties), each of such Sections shall expressly inure to the benefit of the Indemnified Parties who shall be third-party beneficiaries thereof and who may enforce the covenants contained therein and (b) that the Debt Financing Sources Related Parties and the Financing Sources Related Parties (if any) shall be entitled to rely on and enforce the provisions of such Sections are intended third-party beneficiaries with respect to their rights pursuant to Section 7.3(d), Section 8.1, Section 8.4(e), Section 8.5, this Section 8.6, Section 8.8 and Section 8.11. The parties hereto further agree that the rights of third party beneficiaries under Section 5.9 shall not arise unless and until the Partnership Merger Effective Time occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties may be subject to waiver by the parties hereto in accordance with Section 8.2 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Without limiting the foregoing, no financing source (including, for the avoidance of doubt, no Debt Financing Sources Related PartiesSource) shall have any liability to any Company Party pursuant to the Debt Financing Commitment or any Debt Financing Documents and in no event shall any such financing source be liable to any Company Party for special, consequential, punitive or indirect damages of a tortious nature.

Assignability; Parties in Interest. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties parties hereto and their respective successors and permitted assigns. This Agreement shall not be assignable by any party without the express written consent of the other Partiesparties hereto, and any attempt to make any such assignment without such consent shall be null and void. Except for ; provided, however, that, prior to the provisions mailing of Article 2 (whichthe Proxy Statement to the Company’s shareholders, from and after Parent may designate, by written notice to the Acceptance TimeCompany, one or more wholly owned direct or indirect Subsidiaries to be a party to the Mergers in lieu of Merger Sub and/or Merger OP, in which event all references herein to Merger Sub and/or Merger OP shall be for deemed references to such other Subsidiary, except that all representations and warranties made herein with respect to Merger Sub and/or Merger OP as of the benefit date of Persons this Agreement shall be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation; provided, further, that are holders any such designation shall not impede or delay the consummation of Company Common Stock or Company Series A Preferred Stock who have tendered pursuant to the Offer (and not validly withdrawn) Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards), Article 3 (which, from and after Transactions. After the Partnership Merger Effective Time, shall be the Parent Parties may assign their rights under this Agreement to any parties providing secured debt financing for the benefit purposes of Persons who are holders of the Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards immediately prior creating a security interest herein. Notwithstanding anything contained in this Agreement to the Effective Time) and Section 6.9 (which, from and after the Acceptance Time shall be for the benefit of the Indemnified Parties)contrary, nothing in this Agreement, express or implied, is intended to or shall confer upon on any Person, Person other than the Partiesparties hereto or their respective permitted assigns any rights, any rightremedies, benefit obligations or remedy of any nature; provided, however, that the Company shall be entitled and have the right to pursue and recover damages in the name of and on behalf of its stockholders in the event of any breach Liabilities under or by Parent or Acquisition Sub reason of this Agreement or Agreement, except (a) as provided in the event of fraudSection 5.9, which right is hereby acknowledged and agreed to by Parent and Acquisition Sub; provided, further, however, that the Financing Sources Related Parties (if any) provision shall be express Third Party beneficiaries of Sections 9.1, 9.5, 9.11 and 9.12 (in each case, solely to the extent relating to the Financing Sources Related Parties), each of such Sections shall expressly inure to the benefit of the Indemnified Parties who shall be third-party beneficiaries thereof and who may enforce the covenants contained therein and (b) that the Debt Financing Sources Related Parties and the Financing Sources Related Parties (if any) shall be entitled to rely on and enforce the provisions of such Sections are intended third-party beneficiaries with respect to their rights pursuant to Section 7.3(d), 127 Section 8.1, Section 8.4(e), Section 8.5, this Section 8.6, Section 8.8 and Section 8.11. The parties hereto further agree that the rights of third party beneficiaries under Section 5.9 shall not arise unless and until the Partnership Merger Effective Time occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties may be subject to waiver by the parties hereto in accordance with Section 8.2 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Without limiting the foregoing, no financing source (including, for the avoidance of doubt, no Debt Financing Sources Related PartiesSource) shall have any liability to any Company Party pursuant to the Debt Financing Commitment or any Debt Financing Documents and in no event shall any such financing source be liable to any Company Party for special, consequential, punitive or indirect damages of a tortious nature.

Assignability; Parties in Interest. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties parties hereto and their respective successors and permitted assigns. This Agreement shall not be assignable by any party without the express written consent of the other Partiesparties hereto, and any attempt to make any such assignment without such consent shall be null and void. Except for ; provided, however, that, prior to the provisions mailing of Article 2 (whichthe Proxy Statement to the Company’s shareholders, from and after Parent may designate, by written notice to the Acceptance TimeCompany, one or more wholly owned direct or indirect Subsidiaries to be a party to the Mergers in lieu of Merger Sub and/or Merger OP, in which event all references herein to Merger Sub and/or Merger OP shall be for deemed references to such other Subsidiary, except that all representations and warranties made herein with respect to Merger Sub and/or Merger OP as of the benefit date of Persons this Agreement shall be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation; provided, further, that are holders any such designation shall not impede or delay the consummation of Company Common Stock or Company Series A Preferred Stock who have tendered pursuant to the Offer (and not validly withdrawn) Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards), Article 3 (which, from and after Transactions. After the Effective Time, shall be the Parent Parties may assign their rights under this Agreement to any parties providing secured debt financing for the benefit purposes of Persons who are holders of the Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards immediately prior creating a security interest herein. Notwithstanding anything contained in this Agreement to the Effective Time) and Section 6.9 (which, from and after the Acceptance Time shall be for the benefit of the Indemnified Parties)contrary, nothing in this Agreement, express or implied, is intended to or shall confer upon on any Person, Person other than the Partiesparties hereto or their respective permitted assigns any rights, any rightremedies, benefit obligations or remedy of any nature; provided, however, that the Company shall be entitled and have the right to pursue and recover damages in the name of and on behalf of its stockholders in the event of any breach Liabilities under or by Parent or Acquisition Sub reason of this Agreement or Agreement, except as provided in the event of fraudSection 5.9, which right is hereby acknowledged and agreed to by Parent and Acquisition Sub; provided, further, however, that the Financing Sources Related Parties (if any) provision shall be express Third Party beneficiaries of Sections 9.1, 9.5, 9.11 and 9.12 (in each case, solely to the extent relating to the Financing Sources Related Parties), each of such Sections shall expressly inure to the benefit of the Financing Sources Related Indemnified Parties and the Financing Sources Related Parties (if any) who shall be entitled to rely on third-party beneficiaries thereof and who may enforce the provisions covenants contained therein. The parties hereto further agree that the rights of third party beneficiaries under Section 5.9 shall not arise unless and until the Effective Time occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such Sections representations and warranties may be subject to waiver by the parties hereto in accordance with respect Section 8.2 without notice or liability to any other Person. In some instances, the Financing Sources Related Partiesrepresentations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignability; Parties in Interest. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties parties hereto and their respective successors and assigns. This Agreement shall not be assignable by any party without the express written consent of the other Partiesparties hereto, and any attempt to make any such assignment without such consent shall be null and void. Except for , except that each of Parent or Merger Sub may transfer or assign its respective rights under this Agreement, in whole or from time to time in part, (a) to one or more of its Affiliates at any time or (b) in connection with a merger or consolidation involving Parent or Merger Sub or other disposition of all or substantially all of the provisions assets of Article 2 (which, from and after the Acceptance Time, shall be for the benefit of Persons that are holders of Company Common Stock or Company Series A Preferred Stock who have tendered pursuant Parent relating to the Offer (and not validly withdrawn) Company Common Stock or Company Series A Preferred Stock and holders lines of Company Common Stock Options and Company Restricted Stock Awards), Article 3 (which, from and after the Effective Time, shall be for the benefit of Persons who are holders business of the Company Common Stock Surviving Corporation, or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Awards immediately prior to the Effective Time) and Section 6.9 (which, from and after the Acceptance Time shall be for the benefit of the Indemnified Parties)assets of Merger Sub or the Surviving Corporation; provided that such transfer or assignment shall not relieve Parent or Merger Sub, nothing as the case may be, of its respective obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Sub. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Partiesparties hereto, any right, benefit or remedy of any nature, except for (i) solely if the Effective Time occurs, the right of the Company’s stockholders to receive the Merger Consideration following the Effective Time in accordance with the terms of this Agreement, and the right of the holders of Company Compensatory Awards and participants in the ESPP to receive the applicable treatment pursuant to Article 2 in accordance with the terms of this Agreement, and (ii) Section 5.8 (which, from and after the Effective Time shall be for the benefit of the Indemnified Parties); provided, however, that the Company shall be entitled and have the right to pursue and recover damages (including damages based on the consideration that would have otherwise been payable to holders of the Company Common Stock or based on the loss of market value or decline in stock price of the Company) in the name of and on behalf of its stockholders in the event of any breach by Parent or Acquisition Sub of this Agreement or in the event of fraudstockholders, which right is hereby acknowledged and agreed to by Parent and Acquisition Merger Sub; provided, further, however, that the Financing Sources Related Parties (if any) shall be express Third Party beneficiaries of Sections 9.1, 9.5, 9.11 and 9.12 (in each case, solely to the extent relating to the Financing Sources Related Parties), each of such Sections shall expressly inure to the benefit of the Financing Sources Related Parties and the Financing Sources Related Parties (if any) shall be entitled to rely on and enforce the provisions of such Sections with respect to the Financing Sources Related Parties.

Assignability; Parties in Interest. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties parties and their respective successors and assigns. This Agreement shall not be assignable by any party without the express written consent of the other Partiesparties, and any attempt to make any such assignment without such consent shall be null and void, except that Merger Sub may assign its rights or interests hereunder, in whole or in part, to any of Parent’s wholly owned Subsidiaries; provided that no such assignment shall relieve Parent or Merger Sub of its obligations hereunder or otherwise alter or change any obligation of any other party hereto and no such transfer shall be permitted to the extent it would reasonably be expected to delay the Closing. Except for the provisions of Article 2 (which, from and after the Acceptance Time, shall be for the benefit of Persons that are holders of Company Common Stock or Company Series A Preferred Stock who have tendered pursuant to the Offer (and not validly withdrawn) Company Common Stock or Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock AwardsStock), Article 3 (which, from and after the Effective Time, shall be for the benefit of Persons who are holders of the Company Common Stock or Stock, Company Series A Preferred Stock and holders of Company Common Stock Options and Company Restricted Stock Compensatory Awards immediately prior to the Effective Time) and Section 6.9 (which, from and after the Acceptance Time Effective Time, shall be for the benefit of the Indemnified Parties), nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Partiesparties, any right, benefit or remedy of any nature; provided, however, that subject to the limitations set forth in Section 8.2 in the event of a termination of this Agreement, the Company shall be entitled and have the right to pursue and recover damages in the name of and on behalf of its stockholders in the event of any breach by Parent or Acquisition Merger Sub of this Agreement or in the event of fraud, which right is hereby acknowledged and agreed to by Parent Xxxxxx and Acquisition Merger Sub; provided, further, however, that the Financing Sources Related Parties (if any) shall be express Third Party beneficiaries of Sections 9.1, 9.5, 9.11 and 9.12 (in each case, solely to the extent relating to the Financing Sources Related Parties), each of such Sections shall expressly inure to the benefit of the Financing Sources Related Parties and the Financing Sources Related Parties (if any) shall be entitled to rely on and enforce the provisions of such Sections with respect to the Financing Sources Related Parties.

Assignability; Parties in Interest. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties parties and their respective successors and assigns. This Agreement shall not be assignable by any party without the express written consent of the other Partiesparties, and any attempt to make any such assignment without such consent shall be null and void; provided that nothing in this Section 9.6 shall restrict one or more transfers of the equity of Merger Sub to or among one or more of Parent’s direct or indirect wholly owned Subsidiaries at any time; provided further that any such transfer shall not relieve Parent or Merger Sub of its obligations hereunder or otherwise alter or change any obligation of any other party hereto and no such transfer shall be permitted to the extent it would reasonably be expected to delay the Closing. Except for (i) the provisions of Article 2 (which, from and after the Acceptance Time, shall be for the benefit of of, and enforceable by, Persons that are holders of shares of Company Common Stock or Company Series A Preferred Stock who have tendered pursuant to the Offer (and not validly withdrawn) Company Common Stock or Company Series A Preferred Stock and holders shares of Company Common Stock Options and Company Restricted Stock AwardsStock), (ii) the provisions of Article 3 (which, from and after the Effective Time, shall be for the benefit of of, and enforceable by, Persons who are holders of the Company Common Stock or Company Series A Preferred Stock and holders shares of Company Common Stock Options Stock, Company Warrants and Company Restricted Stock Compensatory Awards immediately prior to the Effective Time), (iii) and Section 6.9 the provisions of this Agreement applicable to the Indemnified Parties (which, from and after the Acceptance Time Time, shall be for the benefit of, and enforceable by, the Indemnified Parties), (iv) the provisions of Section 6.14(d) and Section 6.15(c) with respect to the Indemnitees and the other Persons referenced therein, and (v) the limitations on liability of the Indemnified Company Related Parties set forth in Section 8.3(b) (which shall be for the benefit of, and enforceable by, the Company Related Parties), nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Partiesparties, any right, benefit or remedy of any nature; provided, however, that that, to the fullest extent permitted by Law, the Company shall be entitled and have the right right, in its sole and absolute discretion, to pursue any remedy and recover damages (including monetary damages based on a lost premium or loss of the economic benefit of the Transactions contemplated by this Agreement) in the name of and on behalf of its stockholders holders of shares of Company Common Stock (who are third party beneficiaries hereunder to the extent necessary for this provision to be enforceable), as agent for such holders (it being understood and agreed that any and all interests in the recovery of any such losses or any such claim shall attach to the shares of Company Common Stock and subsequently be transferred therewith), in the event of any breach by Parent or Acquisition Merger Sub of this Agreement or in the event of fraud, which right is hereby acknowledged and agreed to by Parent Xxxxxx and Acquisition Xxxxxx Sub; provided, further, however, that the Financing Sources Related Parties (if any) shall be express Third Party beneficiaries of Sections 9.1, 9.5, 9.11 and 9.12 (in each case, solely to the extent relating to the Financing Sources Related Parties), each of such Sections shall expressly inure to the benefit of the Financing Sources Related Parties and the Financing Sources Related Parties (if any) shall be entitled to rely on and enforce the provisions of such Sections with respect to the Financing Sources Related Parties.