Common use of Assignability; Third-Party Rights Clause in Contracts

Assignability; Third-Party Rights. (a) Subject to Section 7.8(b), this Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective successors and assigns. (b) Except as set forth in the final sentence of this Section 7.8(b), nothing in this Agreement is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever. Notwithstanding anything to the contrary contained in this Agreement: (i) from and after the Effective Time, each Person who holds Company Common Stock, a Company Option or a Company RSU prior to the Effective Time shall be a third party beneficiary of the provisions set forth in Article 1 solely to the extent necessary for such Person to receive the consideration to which it is entitled pursuant to Article 1; (ii) from and after the Effective Time, the Indemnified Parties and the Other Indemnified Parties shall be third party beneficiaries of the provisions set forth in Section 4.9; (iii) the third party beneficiaries of the Equity Purchase Agreement shall have the rights explicitly provided to them as set forth therein; (iv) the Company Related Parties shall be express third party beneficiaries of, and shall be entitled to rely on, Section 6.3(d); and (v) the Financing Sources and the Parent Related Parties shall be express third party beneficiaries of, and entitled to rely on, Sections 6.3(b), 6.3(e) and 7.5.

Assignability; Third-Party Rights. (a) Subject to Section 7.8(b9.6(b), this Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of any party hereunder may be assigned or delegated by such party without the prior written consent of the other parties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by any party without the other parties’ prior written consent shall be void and of no effect. (b) Except as set forth in the final sentence of this Section 7.8(b)9.6, nothing in this Agreement is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoeverwhatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the Shareholders’ Representative under this Agreement: ): (i) from and after the Effective Time, each Person Persons who holds hold shares of Company Common Stock, a Company Option or a Company RSU Stock immediately prior to the Effective Time shall be a third party beneficiary beneficiaries of the provisions set forth in Article 1 solely to the extent necessary for such Person to receive the consideration to which it is entitled pursuant to Article 12; (ii) from and after the Effective Time, the Indemnified Parties and the Other Indemnified Parties shall be third party beneficiaries of the provisions set forth in Section 4.95.8; and (iii) all current and former shareholders, directors, officers, employees, Affiliates and advisors of the Company shall be third party beneficiaries of the Equity Purchase Agreement shall have the rights explicitly provided to them as set forth therein; (iv) the Company Related Parties shall be express third party beneficiaries of, and shall be entitled to rely on, last sentence of Section 6.3(d8.4(c); and (v) the Financing Sources and the Parent Related Parties shall be express third party beneficiaries of, and entitled to rely on, Sections 6.3(b), 6.3(e) and 7.5.

Assignability; Third-Party Rights. (a) Subject to Section 7.8(b9.6(b), this Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights or obligations of any party hereunder may be assigned or delegated by such party without the prior written consent of the other parties (provided further, however, that Parent may assign its rights under this Agreement to any Person acquiring all or substantially all of the assets or business of Parent and its subsidiaries), and any attempted assignment or delegation of this Agreement or any of such rights or obligations by any party without the other parties' prior written consent shall be void and of no effect. (b) Except as set forth in the final sentence of this Section 7.8(b)9.6, nothing in this Agreement is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoeverwhatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the Shareholder Representative under this Agreement: ): (i) from and after the Effective Time, each Person Persons who holds hold shares of Company Common Stock, a Company Option or a Company RSU Stock immediately prior to the Effective Time shall be a third party beneficiary beneficiaries of the provisions set forth in Article 1 solely to the extent necessary for such Person to receive the consideration to which it is entitled pursuant to Article 12; (ii) from and after the Effective Time, the Indemnified Parties and the Other Indemnified Parties shall be third party beneficiaries of the provisions set forth in Section 4.95.10; and (iii) all current and former shareholders, directors, officers, employees, Affiliates and advisors of the Company shall be third party beneficiaries of the Equity Purchase Agreement shall have the rights explicitly provided to them as set forth therein; (iv) the Company Related Parties shall be express third party beneficiaries of, and shall be entitled to rely on, last sentence of Section 6.3(d8.4(c); and (v) the Financing Sources and the Parent Related Parties shall be express third party beneficiaries of, and entitled to rely on, Sections 6.3(b), 6.3(e) and 7.5.

Assignability; Third-Party Rights. (a) Subject to Section 7.8(b), this Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective successors and assigns. (b) Except as set forth in the final sentence of this Section 7.8(b), nothing in this Agreement is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever. Notwithstanding anything to the contrary contained in this Agreement: (i) , from and after the Effective Time, : (i) each Person who holds shares of Company Common Stock, a Company Option or a Company RSU Stock immediately prior to the Effective Time shall be a third party beneficiary of have the provisions set forth in Article 1 solely to the extent necessary for such Person right to receive the consideration to which it is entitled pursuant to Article 1Per Share Amount for each such share in accordance with the terms of this Agreement; (ii) from and after the Effective Time, the Indemnified Parties and the Other Indemnified Parties shall be third party beneficiaries of the provisions set forth in Section 4.94.8; and (iii) the third party beneficiaries of the Equity Purchase Agreement Company shall have the rights explicitly provided right to them as set forth therein; (iv) pursue damages on behalf of its stockholders in the Company Related Parties shall be express third party beneficiaries ofevent of Parent’s or Merger Sub’s Willful Breach of any of its representations, warranties, covenants or agreements in this Agreement and shall be entitled Parent or Merger Sub remains liable therefor pursuant to rely onSection 6.2, Section 6.3(d); which right is hereby acknowledged by Parent and (v) the Financing Sources and the Parent Related Parties shall be express third party beneficiaries of, and entitled to rely on, Sections 6.3(b), 6.3(e) and 7.5Merger Sub.