Common use of Assignment; Binding Effect; Third Party Beneficiaries Clause in Contracts

Assignment; Binding Effect; Third Party Beneficiaries. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party; provided, however, that the Company may assign all (but not less than all) of its rights, obligations and interests hereunder to any direct or indirect successor to all or substantially all of the business or assets of the Company by purchase, merger, consolidation or otherwise and will cause such successor to be bound by and expressly assume the terms and provisions hereof; provided, further, that if the Company changes it domicile from Texas to Delaware pursuant to a merger of the Company into a wholly owned subsidiary or otherwise, the Company or its successor, as the case may be, shall enter into an agreement with Indemnitee substantially similar to this Agreement but with such changes as may be necessary to conform to Delaware law. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors, permitted assigns, heirs, executors and personal and legal representatives. There are no third party beneficiaries having rights under or with respect to this Agreement.