Common use of Assignment and Benefit Clause in Contracts

Assignment and Benefit. (a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any of the rights hereunder or thereunder, may be assigned by any party, nor may any party delegate any obligations hereunder or thereunder, without the written consent of the other party hereto or thereto, provided, that (i) the Buyer may assign its rights hereunder to one or more of its Affiliates if the Buyer delivers to the Seller Representative a written instrument pursuant to which the Buyer agrees to remain liable for all of its obligations under this Agreement and (ii) following the Closing Date, any Seller may assign its rights, but not its obligations, hereunder (collectively the "Permitted Assignees"). Any assignment or attempted assignment other than in accordance with this Section 14.5(a) shall be void ab initio. (b) Except as otherwise provided in Section 11, this Agreement shall not be construed as giving any Person, other than the parties hereto and their permitted successors, heirs and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of such parties, and permitted successors, heirs and assigns and for the benefit of no other Person or entity.

Assignment and Benefit. (a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any of the rights hereunder or thereunder, may be assigned by any party, nor may any party delegate any obligations hereunder or thereunder, without the written consent of the other party parties hereto or thereto, ; provided, that (i) the Buyer may assign its rights hereunder to one or more of its Affiliates if wholly-owned Subsidiaries and, in connection therewith, such wholly-owned Subsidiary shall assume such Assumed Indebtedness or Assumed HUD Portfolio Indebtedness as is related to the rights so assigned (but the Buyer delivers to the Seller Representative a written instrument pursuant to which the Buyer agrees to remain liable for all of shall not be released from its obligations under this Agreement and (ii) following the Closing Date, hereunder upon any Seller may assign its rights, but not its obligations, hereunder (collectively the "Permitted Assignees"such assignment). Any assignment or attempted assignment other than in accordance with this Section 14.5(a) shall be void ab initio. (b) Except as otherwise provided in Section 116.7 (Seller Releases) and Section 11.2 (Indemnification), this Agreement shall not be construed as giving any Person, other than the parties hereto and their permitted successors, heirs and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of such parties, and their respective permitted successors, heirs and assigns and for the benefit of no other Person or entity.

Assignment and Benefit. (a) This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any of the rights hereunder or thereunderhereunder, may be assigned by any partyParty, nor may any party Party delegate any obligations hereunder or thereunderhereunder, without the written consent of the other party hereto Parties. Any non-permitted assignment or theretoattempted assignment shall be void. Notwithstanding the foregoing, provided, that Parent or the Surviving Company (i) the Buyer may assign and grant a security interest in its rights hereunder to one or more of its Affiliates if the Buyer delivers to the Seller Representative a written instrument pursuant to which the Buyer agrees to remain liable for all of its obligations rights, title and interest under this Agreement and the other agreements contemplated hereby for collateral security purposes to any lender(s) providing financing to Parent or the Surviving Company or for any purpose to its Affiliates and (ii) following the Closing Date, any Seller may assign its rights, but not its obligations, hereunder (collectively this Agreement to a purchaser of substantially all of the "Permitted Assignees"). Any assignment assets or attempted assignment other than in accordance with this Section 14.5(a) shall be void ab initiobusiness of Parent or the Surviving Company. (b) Except as otherwise expressly provided in herein, including pursuant to Section 115.2, Section 5.3(h) and Section 5.7, this Agreement shall not be construed as giving any Person, other than the parties hereto Parties and their permitted successors, heirs and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of such partiesParties, and permitted successors, heirs and assigns and for the benefit of no other Person or entityPerson.

Assignment and Benefit. (a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any of the rights hereunder or thereunder, may be assigned by any party, nor may any party delegate any obligations hereunder or thereunder, without the written consent of the other party hereto or thereto; provided, providedhowever, that (i) the Buyer may assign its rights hereunder to one or more of its Affiliates if wholly owned subsidiaries or, from and after the Closing, to the Buyer's lenders; provided, that no such assignment shall relieve the Buyer delivers to the Seller Representative a written instrument pursuant to which the Buyer agrees to remain liable for all of any of its obligations under this Agreement hereunder, and (ii) following the Closing Date, any Seller may assign its rights, but not its obligations, hereunder (collectively the "Permitted Assignees")hereunder. Any assignment or attempted assignment other than in accordance with this Section 14.5(a) shall be void ab initio. (b) Except as otherwise provided in Section 11Sections 7.13, 12.2, 13.2 and 13.5, this Agreement shall not be construed as giving any Person, other than the parties hereto and their permitted successors, heirs and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of such parties, and permitted successors, heirs and assigns and for the benefit of no other Person Person. The parties hereto expressly intend the provisions of Sections 7.13, 12.2, 13.2 and 13.5 to confer a benefit upon and be enforceable by, as third party beneficiaries of this Agreement, the third persons referred to in, or entityintended to be benefited by, such provisions.