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

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Shareholder Parties or their Permitted Transferees without the prior written consent of the other Shareholder Parties; provided, that the Medicor Parties, the ERI Parties and the Belfer Parties may assign all or a portion of their rights under Article III in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after the Transfer, the transferee beneficially owns at least ten percent (10%) of the Common Stock of the Company then outstanding, in which event each transferee will have rights and obligations under Article III as if it was a party to this Agreement to the extent of such assignment. 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 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 heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 6.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Shareholder Parties or their Permitted Transferees without the prior written consent of the other Shareholder Parties; provided, that the Medicor Parties, the ERI Parties and the Belfer Parties may assign all or a portion of their rights under Article III V in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after the Transfer, the transferee beneficially owns at least ten percent (10%) of the Common Stock of the Company then outstanding, in which event each transferee will have rights and obligations under Article III V as if it was a party to this Agreement to the extent of such assignment. 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 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 heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Shareholder Parties parties hereto (whether by operation of law or their Permitted Transferees otherwise) without the prior written consent of the other Shareholder Parties; provided, that the Medicor Parties, the ERI Parties and the Belfer Parties may assign all or a portion of their rights under Article III in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after the Transfer, the transferee beneficially owns at least ten percent (10%) of the Common Stock of the Company then outstanding, in which event each transferee will have rights and obligations under Article III as if it was a party to this Agreement to the extent of such assignmentparties. 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 assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Article 4, Section 7.13 and Section 9.5(a) 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 heirs, successors, executors, administrators and 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 (including ChevronTexaco with respect to Section 9.5(a)). Notwithstanding the foregoing and any other provision of this Agreement, and in addition to any other required action of the Board of Directors of Newco, a majority of the Former Enron Directors (or their successors) serving on the Board of Directors of Newco shall be entitled during the one-year period commencing at the Effective Time to enforce the provisions of Section 7.16 on behalf of Enron's officers, directors and employees, as the case may be. Such directors' rights and remedies under the preceding sentence are cumulative and are in addition to any other rights and remedies that they may have at law or in equity, but in no event shall this Section 10.3 be deemed to impose any additional duties on any such directors. Newco shall pay, at the time they are incurred, all reasonable costs, fees and expenses of such directors incurred in connection with the assertion of any rights on behalf of the persons set forth above pursuant to this Section 10.3.

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Shareholder Parties parties hereto (whether by operation of law or their Permitted Transferees otherwise) without the prior written consent of the other Shareholder Partiesparties; provided, however, that the Medicor PartiesTrust has received a copy of Lexington's proxy statement dated April 25, 1997 which sets forth a proposal to reorganize Lexington as a Maryland real estate investment trust pursuant to a merger of Lexington with and into a newly-formed Maryland real estate investment trust (the "MDREIT"), with such MDREIT to be the surviving entity. Notwithstanding anything to the contrary, the ERI Parties Trust consents to the reorganization described in such proxy and the Belfer Parties may assign agrees that all or a portion of their rights under Article III in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after the Transfer, the transferee beneficially owns at least ten percent (10%) of the Common Stock of the Company then outstanding, in which event each transferee will have rights and obligations of Lexington under Article III this Agreement shall be assumed by, and inure to the benefit of, the MDREIT upon consummation of such reorganization to the same extent as if it was the MDREIT had been a party signatory hereto and Lexington shall cause such MDREIT to this Agreement assume all such rights and obligations as a condition to the extent of such assignmentreorganization. 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 assigns. Notwithstanding anything contained in this Agreement to the contrary, but subject to the first and second sentences of this Section, except for the provisions of Article 4 and Sections 7.10, 7.12 and 7.13, nothing in this Agreement, express expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Shareholder Parties parties hereto (whether by operation of law or their Permitted Transferees otherwise) without the prior written consent of the other Shareholder Partiesparties; provided, however, that the Medicor PartiesParent and Merger Sub may without such consent, the ERI Parties assign in writing, directly or indirectly, their respective rights and the Belfer Parties obligations hereunder to any of their respective wholly owned Subsidiaries (provided that no such assignment shall relieve such parties of their obligations hereunder); provided, further, however, that Parent may assign this Agreement to a newly formed parent holding company, which will assume all or a portion of their rights under Article III Parent’s obligations hereunder, in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after Parent’s reorganization (provided that no such assignment shall impair or delay the Transfer, the transferee beneficially owns at least ten percent (10%) consummation of the Common Stock Financing, Merger and the other Transactions or relieve Parent of the Company then outstanding, in which event each transferee will have rights and its obligations under Article III as if it was a party to this Agreement); upon such assignment by Parent, all references in this Agreement to the extent “Parent” shall be deemed references to such newly formed parent holding company. Any purported assignment in violation of such assignmentthis Agreement is void. 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 assignssuccessors. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 6.10 and this Section 9.3, nothing in this Agreement, express expressed or implied, is intended to confer on any person Person other than the parties hereto or their respective heirs, successors, executors, executors and administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, other than (i) the right of the stockholders of the Company to receive the aggregate Per Share Merger Consideration after the Closing (a claim that may not be made unless and until the Effective Time shall have occurred), (ii) the rights of the holders of Company Options, Company SARs, Restricted Shares, Company RSUs and Company PSUs to receive the amounts set forth in and pursuant to Section 3.3 (a claim that may not be made unless and until the Effective Time shall have occurred) and (iii) the right of the Company to pursue damages in the event of Parent’s or Merger Sub’s willful breach of this Agreement (a claim which shall be enforceable only by the Company, in its sole and absolute discretion), which right is hereby expressly acknowledged and agreed by Parent and Merger Sub. In addition, the Financing Sources under the Debt Commitment Letter shall be considered third party beneficiaries with respect to Sections 8.5(a), 8.5(c), 8.5(d), 8.5(e), 9.3, 9.4, 9.11, 9.13 and 9.14 and the Related Parties shall be considered third party beneficiaries with respect to Section 8.5(e) and Section 9.15. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 8.7 without notice or liability to any Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Shareholder Parties parties hereto (whether by operation of law or their Permitted Transferees otherwise) without the prior written consent of the other Shareholder Partiesparties; provided, however, that the Medicor PartiesTrust has received a copy of Lexington's proxy statement dated April 25, 1997 which sets forth a proposal to reorganize Lexington as a Maryland real estate investment trust pursuant to a merger of Lexington with and into a newly-formed Maryland real estate investment trust (the "MDREIT"), with such MDREIT to be the surviving entity. Notwithstanding anything to the contrary, the ERI Parties Trust consents to the reorganization described in such proxy and the Belfer Parties may assign agrees that all or a portion of their rights under Article III in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after the Transfer, the transferee beneficially owns at least ten percent (10%) of the Common Stock of the Company then outstanding, in which event each transferee will have rights and obligations of Lexington under Article III this Agreement shall be assumed by, and inure to the benefit of, the MDREIT upon consummation of such reorganization to the same extent as if it was the MDREIT had been a party signatory hereto and Lexington shall cause such MDREIT to this Agreement assume all such rights and obligations as a condition to the extent of such assignmentreorganization. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto 39 45 and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, but subject to the first and second sentences of this Section, except for the provisions of Article 4 and Sections 7.10, 7.12 and 7.13, nothing in this Agreement, express expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of Unless expressly provided in this Agreement. Other than Transfers to Permitted Transferees, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Shareholder Parties parties hereto (whether by operation of law or their Permitted Transferees otherwise) without the prior written consent of the other Shareholder Parties; provided, that the Medicor Parties, the ERI Parties and the Belfer Parties may assign all or a portion of their rights under Article III in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after the Transfer, the transferee beneficially owns at least ten percent (10%) of the Common Stock of the Company then outstanding, in which event each transferee will have rights and obligations under Article III as if it was a party to this Agreement to the extent of such assignmentparties. 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 assigns. Notwithstanding anything contained in ; provided that this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer shall not be binding on any person other than to whom a Shareholder shall transfer any shares of Voting Securities then held by the parties hereto or their respective heirsShareholder, successorsunless such person is an affiliate of the Shareholder (as defined under Rule 12b-2 of the 1934 Act). In that case, executors, administrators this Agreement shall be binding upon and assigns any rights, remedies, obligations or liabilities under or shall inure to the benefit of such transferee. No Shareholder may transfer shares of Voting Securities to an affiliate unless the affiliate agrees in writing to be bound by reason the terms of this Agreement. Notwithstanding the foregoing, in the event that (i) the Company has defaulted on or breached any of its obligations under the Stock Purchase Agreement or Section 10 of that certain Co-Marketing Agreement dated August 3, 1998 between the Company and LCA or (ii) any of the Company's representations or warranties under the Stock Purchase Agreement were inaccurate or untrue in any material respect at the time or times made, LCA shall have the right to assign, without the consent of the Shareholders, any and all of its rights hereunder to any Qualified Person to whom LCA shall transfer its shares of Common Stock; provided that such transferee agrees in writing to be bound by the terms of this Agreement. A "Qualified Person" is any person who is not in competition with the Company and who is a bank, financial institution, insurance company, business and industrial development corporation, registered investment company, entity regularly engaged in the business of lending or investing money or an entity constituting an Accredited Investor as defined in Rule 501(a)(1), (2) (3) of the General Rules and Regulations under the Securities Act of 1933, as amended. In the event that LCA shall assign any of its rights hereunder to one or more Qualified Person, then all references to LCA contained herein shall be to LCA and such Qualified Persons (the "LCA Shareholders") and all actions required or permitted to be taken by LCA under this Agreement shall be taken upon the written direction of LCA Shareholders holding at least a majority of all shares of Common Stock held by the LCA Shareholders.

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither Neither this Agreement ----------------------------------- nor any of the rights, interests benefits or obligations hereunder shall may be assigned by any of the Shareholder Parties or their Permitted Transferees party without the prior written consent of the other Shareholder Partiesparty; provided, however, -------- ------- that the Medicor Parties, the ERI Parties rights granted to Alloy under Exhibit A and the Belfer Parties rights granted to LDI and LDI Sub under Exhibit B may assign all or a portion (subject to the definition of their rights under Article III "Registered Shares" set forth in such Exhibit) be assigned in connection with any Transfer transfer or assignment of Registrable Securities made LDI Shares and Alloy Shares by Alloy and LDI Sub, respectively, provided such transferee executes a written agreement, in accordance with this Agreement if immediately after form and substance reasonably satisfactory to the Transfer, the transferee beneficially owns at least ten percent (10%) issuer of the Common Stock transferred Registered Shares, pursuant to which such transferee agrees to be bound by all of the Company then outstandingprovisions of Exhibit A or Exhibit B, in which event each transferee will have rights and obligations under Article III as applicable, as if it was such transferee were a party to this Agreement to the extent of such assignment"Holder" thereunder. Subject to the preceding sentence, this Agreement shall will be binding upon and shall upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing Nothing in this Agreement, express expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirssuccessors and assigns, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, other than rights conferred upon Indemnified Parties under Article VII.

Assignment; Binding Effect; Benefit. Any Shareholder Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the other Shareholder Parties and the Company pursuant to Section 4.1 and shall deliver to such Shareholder Parties and the Company a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Shareholder Parties parties hereto (whether by operation of law or their Permitted Transferees otherwise) without the prior written consent of the other Shareholder Partiesparties; provided, however, that the Medicor PartiesTrust has received a copy of Lexington's proxy statement dated April 25, 1997 which sets forth a proposal to reorganize Lexington as a Maryland real estate investment trust pursuant to a merger of Lexington with and into a newly-formed Maryland real estate investment trust (the "MDREIT"), with such MDREIT to be the surviving entity. Notwithstanding anything to the contrary, the ERI Parties Trust consents to the reorganization described in such proxy and the Belfer Parties may assign agrees that all or a portion of their rights under Article III in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after the Transfer, the transferee beneficially owns at least ten percent (10%) of the Common Stock of the Company then outstanding, in which event each transferee will have rights and obligations of Lexington under Article III this Agreement shall be assumed by, and inure to the benefit of, the MDREIT upon consummation of such reorganization to the same extent as if it was the MDREIT had been a party signatory hereto and Lexington shall cause such MDREIT to this Agreement assume all such rights and obligations as a condition to the extent of such assignmentreorganization. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto 39 46 and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, but subject to the first and second sentences of this Section, except for the provisions of Article 4 and Sections 7.10, 7.12 and 7.13, nothing in this Agreement, express expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.