Common use of Assignment and Benefit Clause in Contracts

Assignment and Benefit. (a) The Buyer may assign this Agreement in whole or in part to any subsidiary or to any person which becomes a successor in interest (by purchase of assets or membership interests, or by merger, or otherwise) to the Buyer; provided, however, that, notwithstanding any such assignment, the Buyer shall remain liable for its obligations hereunder; and provided further, that any such assignment shall not enlarge or expand in any manner any of the Sellers’ obligations or liabilities under this Agreement or any related instrument or agreement, executed by the Sellers in connection with this Agreement beyond those obligations or liabilities that the Sellers would have absent such assignments. The Sellers shall not assign this Agreement or any rights hereunder, or delegate any obligations hereunder, without prior written consent of the Buyer. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto, and each of their respective successors, heirs and assigns. (b) 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) The Buyer may assign this This Agreement in whole or in part to any subsidiary or to any person which becomes a successor in interest (by purchase of assets or membership interests, or by merger, or otherwise) shall be binding upon and inure to the Buyer; providedbenefit of the parties and their respective permitted successors and permitted assigns. Neither this Agreement, however, that, notwithstanding any such assignment, the Buyer shall remain liable for its obligations hereunder; and provided further, that any such assignment shall not enlarge or expand in any manner nor any of the Sellers’ obligations rights hereunder or liabilities under this Agreement or thereunder, may be assigned by any related instrument or agreementparty, executed by the Sellers in connection with this Agreement beyond those obligations or liabilities that the Sellers would have absent such assignments. The Sellers shall not assign this Agreement or nor may any rights hereunder, or party delegate any obligations hereunderhereunder or thereunder, without prior the written consent of the Buyer. Subject 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 foregoing, 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 rights and obligations set forth herein 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 inure to the benefit of, and be binding upon, the parties hereto, and each of their respective successors, heirs and assignsvoid ab initio. (b) This Except as otherwise provided in Section 11, this Agreement shall not be construed as giving any personPerson, 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 or entity.

Assignment and Benefit. (a) The 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 (1) Buyer may assign this Agreement in whole its rights hereunder to one or in part more of its Affiliates if Buyer delivers to any subsidiary or Seller a written instrument reasonably satisfactory to any person Seller pursuant to which becomes a successor in interest (by purchase of assets or membership interests, or by merger, or otherwise) Buyer agrees to the Buyer; provided, however, that, notwithstanding any such assignment, the Buyer shall remain liable for all of its obligations hereunder; under this Agreement and provided further(2) following the Closing Date, that any such Seller may (i) assign its rights, but not its obligations, hereunder to one or more of its Affiliates, and (ii) assign part of the Contingent Consideration to employees of the Company pursuant to the management incentive agreements to be entered into between Seller and certain employees of the Company (collectively the "Permitted Assignees"). Any non-permitted assignment or attempted assignment shall not enlarge or expand in be void. In the event any manner any of the Sellers’ obligations or liabilities under party to this Agreement or any related instrument of their successors or agreementassigns consolidates with or merges into any other Person and shall not be the surviving entity of such consolidation or merger, executed by the Sellers in connection with this Agreement beyond those obligations or liabilities transfers all, or substantially all, of its assets, such party shall make or cause to be made proper provision so that the Sellers would have absent successors and assigns of such assignments. The Sellers party shall not assign this Agreement or any rights hereunder, or delegate any assume the obligations hereunder, without prior written consent of the Buyer. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto, and each of their respective successors, heirs and assignssuch party described herein. (b) This Except as otherwise provided in Sections 6.7 and 11, this Agreement shall not be construed as giving any personPerson, 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 or entity.