Common use of Assignment; Binding Effect; Benefit Clause in Contracts

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other parties, except that Purchaser may assign, in its discretion, any or all of its rights, interests and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Purchaser of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this ----------------------------------- Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other parties, except that the Purchaser may assign, in its discretion, any or all of its rights, interests and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve the Purchaser of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, assigned by any of the parties hereto (whether by operation of law or otherwise, by any of the parties hereto ) without the prior written consent of the other parties; provided, except however, that Purchaser Buyer may assign, in its discretion, assign this Agreement to any or all of its rightssubsidiaries or affiliates whether or not such subsidiaries or affiliates exist at the date hereof; provided further, interests and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of Parenthowever, but that no such assignment shall relieve Purchaser Buyer of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, upon and shall inure to the benefit of, and be enforceable by, of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Until the Closing Time or termination of this Agreement pursuant to Section 7.1 or 7.2, the Securities (and any transfer thereof) shall be subject to this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, assigned by any of the parties hereto (whether by operation of law or otherwise, by any of the parties hereto ) without the prior written consent of the other parties, except that Purchaser may assign, in its discretion, any or all of its rights, interests and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Purchaser of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, upon and shall inure to the benefit of, and be enforceable by, of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 3.3, Article 4 and Sections 7.13 and 7.14 (other than the provisions regarding equitable adjustment of the Profit Sharing Plans) and except as provided in any agreements delivered pursuant hereto (collectively, the "Third Party Provisions"), nothing in this Agreement, express expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. The Third Party Provisions may be enforced by the beneficiaries thereof.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other parties, except that Purchaser Acquisition Company may assign, in its discretion, any or all of its rights, interests and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of ParentAcquisition Company, but no such assignment shall relieve Purchaser Acquisition Company of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that Purchaser (a) Parent may assign, in its discretion, assign all or any or all of its rights, interests rights and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary Affiliate of Parent, but provided that no such assignment to an Affiliate shall relieve Purchaser of any Parent of its obligations hereunder, and (b) after the Effective Time, Parent may assign all of its rights and obligations hereunder to a person that acquires all of the capital stock, or substantially all of the assets, of the division or business unit of Parent responsible for the business of the Company; provided, that such person assumes this Agreement, in writing, and agrees to be bound by and to comply with all of the terms and conditions hereof. Subject to the preceding sentence, this Agreement shall be binding upon, upon and shall inure to the benefit of, and be enforceable by, of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contraryOther than under Sections 6.04 and 6.07, nothing in this Agreement, express expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, assigned by any of the parties hereto (whether by operation of law or otherwise, by any of the parties hereto ) without the prior written consent of the other parties, except that Purchaser may assign, in its discretion, any or all of its rights, interests and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Purchaser of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, upon and shall inure to the benefit of, and be enforceable by, of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 3.3, Article 4 and Sections 7.13 and 7.14 (other than the provisions regarding equitable adjustment of the Profit Sharing Plans) and except as provided in any agreements delivered pursuant hereto (collectively, the "Third Party Provisions"), nothing in this Agreement, express expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.. The Third Party Provisions may be enforced by the beneficiaries thereof. SECTION

Assignment; Binding Effect; Benefit. Neither this ----------------------------------- Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other parties, except that Purchaser Acquisition Company may assign, in its discretion, any or all of its rights, interests and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of ParentAcquisition Company, but no such assignment shall relieve Purchaser Acquisition Company of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other parties, except that Purchaser Newco may assign, in its discretion, any or all of its rights, interests and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Purchaser Newco of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.