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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer hereto; PROVIDED, HOWEVER, that Parent may assign its rights, interests and obligations hereunder to any successor or parent entity of Shares pursuant to the proviso to Parent whose shares are registered under Section 3.01 (in which case, none 12 of the provisions of this Agreement shall Exchange Act (or will be binding upon or inure to so registered at the benefit of any such transferee with respect to such SharesEffective Time). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06, 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 rights or liabilities remedies 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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)hereto. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 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 by any of the parties Parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer Parties; provided, however, that Parent or Merger Sub may assign any of Shares pursuant their respective rights and obligations to the proviso to Section 3.01 (in which case, none any direct or indirect Subsidiary of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective executors, heirs, personal representatives successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Article II, and Sections 7.13 and 7.14, which are intended to benefit and be enforceable by third parties as specifically set forth therein, nothing in this Agreement, express expressed or implied, is intended to confer on any person Person other than the parties hereto Parties or their respective successors and permitted assigns any rights, remedies, obligations or liabilities 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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer hereto; PROVIDED, HOWEVER, that Acquiror may assign its rights, interests and obligations hereunder to any subsidiary of Shares pursuant to the proviso to Section 3.01 Acquiror (in which case, none of the provisions of this Agreement assignment shall be binding upon or inure to the benefit not relieve Acquiror of any such transferee with respect to such Sharesof its obligations hereunder). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 and permitted assigns any rights, remedies, obligations rights or liabilities remedies 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 by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 Article IV, 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. The provisions of Article IV may be enforced only by the specifically intended beneficiaries thereof.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall will be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer parties, provided, however, that each of Shares pursuant SurgiCare and Merger Sub will be entitled to the proviso to Section 3.01 (in which case, none of the provisions of assign this Agreement shall be binding upon and any rights, interests or inure obligations hereunder to any of its Affiliates or, following the benefit Closing, any senior lender of any such transferee with respect to such Shares)SurgiCare without the consent of IPS. Subject to the preceding sentence, this Agreement shall will be binding upon and shall will inure to the benefit 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 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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer hereto; PROVIDED, HOWEVER, that Parent may assign its rights, interests and obligations hereunder to any successor or parent entity of Shares pursuant to the proviso to Parent whose shares are registered under Section 3.01 (in which case, none 12 of the provisions of this Agreement shall Exchange Act (or will be binding upon or inure to so registered at the benefit of any such transferee with respect to such SharesEffective Time). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.04, 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 rights or liabilities remedies 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 by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer hereto; provided, however, that Buyer may assign its rights, interests and obligations hereunder to any successor or Buyer entity of Shares pursuant to the proviso to Buyer whose shares are registered under Section 3.01 (in which case, none 12 of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)Exchange Act. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 and permitted assigns any rights, remedies, obligations rights or liabilities remedies 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 by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)hereto. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 and permitted assigns any rights, remedies, obligations rights or liabilities remedies 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 assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto parties, except that Acquisition Company may assign, in connection with a transfer its discretion, any or all of Shares pursuant its rights, interests and obligations hereunder to the proviso to Section 3.01 (in which caseParent or any direct or indirect subsidiary of Parent, none of the provisions of this Agreement but no such assignment shall be binding upon or inure to the benefit relieve Acquisition Company of any such transferee with respect to such Shares)of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall upon, inure to the benefit of 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 by any of the parties hereto Party (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto Parties except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement that Purchaser shall be binding upon permitted to assign its rights , interests and obligations to an Affiliate of Purchaser without obtaining any consent from the other Parties. Any purported assignment, unless so consented to or inure to the benefit of any such transferee with respect to such Shares)permitted as provided herein, shall be void and without effect. Subject to the preceding sentenceforegoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties 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 Person other than the parties hereto Parties or their respective successors and permitted assigns any rights, remedies, obligations rights or liabilities remedies 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 by any of the parties Parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer Parties; provided, however, that Parent or Merger Sub may assign any of Shares pursuant their respective rights and obligations to the proviso to Section 3.01 (in which case, none any direct or indirect Subsidiary of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective executors, heirs, personal representatives successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Article II, and Sections 7.14 and 7.15, which are intended to benefit and be enforceable by third parties as specifically set forth therein, nothing in this Agreement, express expressed or implied, is intended to confer on any person Person other than the parties hereto Parties or their respective successors and permitted assigns any rights, remedies, obligations or liabilities 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 by any either of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)party. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 Article IV and Sections 7.9 and 7.10, 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 provisions of Article IV and Sections 7.6, 7.9 and 7.10 may be enforced by the respective beneficiaries thereof.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any ----------------------------------- of the rights, interests or obligations hereunder shall be assigned prior to the Closing by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 Article 5 and Sections 9.10 and 9.12 (including for the benefit of the Indemnified Parties), 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.

Assignment; Binding Effect; Benefit. Neither Except for assignments to ----------------------------------- the estate of a Shareholder on his death, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer hereto; provided, however, that Parent may assign its rights, interests and obligations hereunder to any successor or parent entity of Shares pursuant to the proviso to Parent whose shares are registered under Section 3.01 (in which case, none 12 of the provisions of this Agreement shall Exchange Act (or will be binding upon or inure to so registered at the benefit of any such transferee with respect to such SharesEffective Time). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 and permitted assigns any rights, remedies, obligations rights or liabilities remedies 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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer hereto; provided, however, that Parent may assign its rights, interests and obligations hereunder to any subsidiary of Shares pursuant to the proviso to Section 3.01 Parent (in which case, none of the provisions of this Agreement assignment shall be binding upon or inure to the benefit not relieve Parent of any such transferee with respect to such Sharesof its obligations hereunder). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 and permitted assigns any rights, remedies, obligations rights or liabilities remedies 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 by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall 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 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 by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except hereto; provided, however, that Merger Sub may assign its rights, interests and obligations hereunder to any wholly-owned subsidiary of Parent unless such transfer or assignment would in connection with a transfer of Shares pursuant to any way impact the proviso to Section 3.01 (in which case, none tax-deferred nature of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)Merger and transactions contemplated herein. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 and permitted assigns any rights, remedies, obligations rights or liabilities remedies 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 by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)hereto. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 and permitted assigns any rights, remedies, obligations rights or liabilities remedies 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 by any of the parties Party hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer of Shares pursuant Party; provided, however, that Purchaser shall have the right to the proviso to Section 3.01 (in which case, none of the provisions of assign its rights and obligations under this Agreement shall be binding upon in whole or inure in part to the benefit any of any such transferee with respect to such Shares)its Affiliates. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties 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 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 by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with that Purchaser may, without such consent, assign its rights and obligations to a transfer direct or indirect wholly-owned subsidiary of Shares pursuant Purchaser provided that Purchaser shall continue to the proviso to Section 3.01 (in which case, none of the provisions of this Agreement shall be binding upon or inure to the benefit of liable for its obligations hereunder if any such transferee with respect assignee shall fail to fulfill such Shares)obligations. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer hereto; provided, however, that Parent may assign its rights, interests and obligations hereunder to any successor or parent entity of Shares pursuant to the proviso to Parent whose shares are registered under Section 3.01 (in which case, none 12 of the provisions of this Agreement shall Exchange Act (or will be binding upon or inure to so registered at the benefit of any such transferee with respect to such SharesEffective Time). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.04, 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 rights or liabilities remedies 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 by any of the parties Parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer Parties; provided, however, that Parent or Merger Sub may assign any of Shares pursuant their respective rights and obligations to the proviso to Section 3.01 (in which case, none any direct or indirect Subsidiary of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective executors, heirs, personal representatives successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Article II, and Sections 7.12 and 7.13, which are intended to benefit and be enforceable by third parties as specifically set forth therein, nothing in this Agreement, express expressed or implied, is intended to confer on any person Person other than the parties hereto Parties or their respective successors and permitted assigns any rights, remedies, obligations or liabilities 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 by any of the parties hereto either Party (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto Party, except in connection with a transfer of Shares pursuant that the Offeror may assign this Agreement to the proviso to Section 3.01 (in which case, none any wholly owned Subsidiary of the provisions Offeror, provided that no such assignment shall relieve the Offeror of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties 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 Parties 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 by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer parties; provided, however, that the rights, interests and obligations hereunder of Shares pursuant Acquisition Sub may be assigned to the proviso to Section 3.01 (in which case, none any Subsidiary of the provisions of this Agreement shall be binding upon or inure to the benefit of any such transferee with respect to such Shares)Acquiror. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for Sections 2.07, 2.09, 2.10, 2.11 and 6.07, nothing in this Agreement, express expressed or implied, is intended to confer on any person 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 by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto except in connection with a transfer hereto; provided, however, that Parent may assign its rights, interests and obligations hereunder to any subsidiary of Shares pursuant to the proviso to Section 3.01 Parent or any successor entity (in which case, none of the provisions of this Agreement assignment shall be binding upon or inure to the benefit not relieve Parent of any such transferee with respect to such Sharesof its obligations hereunder). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit 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 and permitted assigns any rights, remedies, obligations rights or liabilities remedies under or by reason of this Agreement.