Common use of Assignment and Successors and No Third Party Rights Clause in Contracts

Assignment and Successors and No Third Party Rights. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors and assigns; provided, however, that neither Seller nor Promoter Group may assign any of their respective rights under this Agreement without the prior written consent of Purchaser; provided, further, that Guarantor may not assign its rights or delegate its duties under Section 7.18 without the written consent of Seller. Notwithstanding the foregoing, Purchaser may, without the consent of Seller, assign its right to purchase any or all of the Transferred Assets or any of its other rights or any portion thereof hereunder to one or more Affiliates of Purchaser. Except as otherwise set forth in Section 11.1, 11.2 or 11.12, nothing expressed or referred to in this Agreement shall be construed to give any Person (including any Business Employees), other than the Parties, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to a successor or permitted assignee under this Section 15.5.

Assignment and Successors and No Third Party Rights. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors and assigns; provided, however, that neither Seller nor Promoter Group No party may assign any of their respective its rights or delegate any of its obligations under this Agreement without the prior written consent of Purchaser; providedthe other parties to this Agreement, further, except that Guarantor may not assign its rights or delegate its duties under Section 7.18 without the written consent of Seller. Notwithstanding the foregoing, Purchaser may, without the consent of Sellerthe Company or the Seller Representative, (a) assign any of its right rights and delegate any of its obligations under this Agreement to purchase any entity that is an Affiliate of the Purchaser or to any subsequent acquirer of the Shares, the Purchaser or of all or substantially all of the Transferred Assets business or assets of the Acquired Companies or the Purchaser and (b) assign any of its other rights or under this Agreement as collateral security for any portion thereof hereunder lender providing financing to one or more Affiliates of the Purchaser. Except as otherwise set forth Subject to the preceding sentence, this Agreement will apply to, be binding in Section 11.1all respects upon, 11.2 or 11.12and inure to the benefit of each Seller’s heirs, nothing executors, administrators and permitted assigns and the Purchaser’s successors and permitted assigns. Nothing expressed or referred to in this Agreement shall will be construed to give any Person (including any Business Employees)Person, other than the Partiesparties to this Agreement, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to a successor or permitted assignee under this Section 15.5Section.

Assignment and Successors and No Third Party Rights. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors and assigns; provided, however, that (i) neither the Seller nor Promoter Group Promoters may prior to Closing assign any of their respective rights under this Agreement without the prior written consent Consent of Purchaser; providedthe Purchaser and (ii) prior to the Closing, further, that Guarantor the Purchaser may not assign its rights or delegate its duties under Section 7.18 without the written consent of Seller. Notwithstanding the foregoing, Purchaser may, without the consent of Seller, assign its right to purchase any or all of the Transferred Assets or any of its other rights or any portion thereof hereunder to one or more Affiliates under this Agreement without the prior written Consent of Purchaserthe Seller. Except as otherwise set forth in Section 11.1, 11.2 or 11.12, nothing Nothing expressed or referred to in this Agreement shall be construed to give any Person (including any Business Employees), other than the Parties, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to a successor or permitted assignee under this Section 15.5Clause 17.5. Following the Closing, the Purchaser shall be entitled to assign any of its rights or obligations (including the benefit or any representations, warranties or indemnities) to any other Person and to hold the representations and warranties hereunder for the benefit of any other Person.

Assignment and Successors and No Third Party Rights. This Agreement binds and benefits the Parties parties and their respective heirs, executors, administrators, successors and assigns; provided, however, that neither . Seller nor Promoter Group may not assign any of their respective its rights under this Agreement without the prior written consent of the Purchaser (which consent may be withheld in the Purchaser’s sole and absolute discretion); provided, furtherhowever, that Guarantor Seller may not assign its rights under this Agreement to a corporation or delegate its duties under Section 7.18 without limited liability company formed in the written consent of Seller. Notwithstanding United States provided that such entity (a) is owned solely and exclusively by the foregoingShareholders, Purchaser may, without the consent of Seller, assign its right to purchase any or and (b) unconditionally and irrevocably assumes all of the Transferred Assets or any Seller’s duties and obligations under this Agreement and all Excluded Liabilities of its other rights or any portion thereof hereunder the Seller pursuant to one or more Affiliates of a written assumption agreement in form and substance satisfactory to the Purchaser. Except as otherwise set forth in Section 11.1, 11.2 or 11.12, nothing Nothing expressed or referred to in this Agreement shall will be construed to give any Person (including any Business Employees)Person, other than the Partiesparties to this Agreement, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to a successor or permitted assignee under this Section 15.5Section.