Common use of Assignment; Binding Effect Clause in Contracts

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and -------------------------- inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further -------------------------------------------------------------------------------- Page 18 -------------------------------------------------------------------------------- agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement The terms and provisions hereof shall be binding upon and inure to the benefit of, and be binding upon Revogenex, Coronado and their respective successors and permitted assigns. Except as set forth below, neither Party may assign, sublicense or transfer any of its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the parties other, except that assignments, sublicenses and transfers to an Affiliate of a Party may be made without written consent of the other Party; provided, such Affiliate agrees to be bound by the terms of this Agreement; provided, further, that this Agreement shall not be assigned, sublicensed or transferred to an entity that does not own the Acquired Assets, the IND/NDA and all Regulatory Documentation, the Coronado Marks and the other documents described in Section 16.4 (collectively, the “Product Related Materials”) and Coronado will not transfer the Product Related Materials to any entity unless this Agreement is assigned in accordance with this Agreement in conjunction with such transfer. Notwithstanding anything herein to the contrary, Revogenex shall, without consent of the other Party hereto, have the right to assign its rights in and to any payments hereunder and collaterally assign its rights in and to this Agreement and their respective successors, heirs (the Product Intellectual Property. Any attempt to assign this Agreement in the case violation of the Employee) and permitted assigns. No rights or obligations of provisions set forth herein shall be deemed a default by the Company assigning Party under this Agreement may and null and void. Notwithstanding the forgoing, this Agreement shall be assigned or transferred assignable by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of other Party to any Person who acquires all or substantially all of the assets of such other Party or otherwise acquires the Companyother Party, provided that directly or indirectly (whether by purchase of stock, merger, consolidation or otherwise), including the Product Related Materials. Any permitted assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Companyeither Party will, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilitiesassignment, obligations and duties of the Company hereunder. No rights or assume all obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable its assignor arising under this Agreement following such assignment. This Agreement shall inure to the death benefit of and be binding upon the successors and permitted assigns and permitted transferees of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativeParties hereto.

Assignment; Binding Effect. This Neither this Agreement nor any of the rights, interests or obligations hereunder shall be binding upon and inure to the benefit assigned or delegated by any of the parties to this Agreement and their respective successors, heirs (in hereto without the case prior written consent of the Employeeother parties; provided, however, that (i) and permitted assigns. No any Co-Investor may assign any of its rights or obligations hereunder to any of its Affiliates without the prior written consent of the Company under this Agreement Company, Tribute or Pozen, but no such assignment shall relieve such Co-Investor of any of its obligations hereunder, (ii) at any time prior to the filing of the Investor Registration Statement or the Registration Statement, as applicable, any Co-Investor may reallocate, in whole or in part, the number of Shares allocated to such Co-Investor hereunder and assign its rights and obligations hereunder with respect to such reallocated Shares, to any other Co-Investor (and Schedule I will be assigned or transferred by the Company except that such updated accordingly), and (iii) Purchaser may assign any of its rights or obligations may be assigned or transferred hereunder in connection with a merger or amalgamation of Purchaser, or the sale or transfer of all or substantially all of the assets of Purchaser and its Subsidiaries. In addition to the Companyforegoing, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company hereby acknowledges and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in following the event Arrangement Effective Time and pursuant to the Plan of a sale or transfer Arrangement, the Company shall assume the obligations of assets as described in Tribute with respect to the preceding sentencePurchaser Shares and the Investor Shares. Subject to the first sentence of this Section 8.8, it this Agreement shall be a condition precedent binding upon and shall inure to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties benefit of the Company hereunderparties hereto and their respective successors and assigns. No rights or obligations of the Employee Any purported assignment not permitted under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee 8.8 shall be entitled, to the extent permitted under any applicable law, to select null and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereofvoid. In addition, if Purchaser were to sell in a private transaction any of its Shares to (i) another Co-Investor or (ii) one or more persons identified on Schedule II hereto, then such purchaser shall have the absence of rights set forth in Annex A hereto with respect to such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativepurchased Shares.

Assignment; Binding Effect. This Agreement and the Plan shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement or the Plan may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this AgreementAgreement and the Plan, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunderunder this Agreement and the Plan. No rights or obligations of the Employee under this Agreement or the Plan may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 115. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder under the Plan and this Agreement following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under the Plan or this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his the Employee's incompetence, reference in the Plan or this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon -------------------------- and inure to the benefit of the parties to this Agreement and their respective -------------------------------------------------------------------------------- Page 18 -------------------------------------------------------------------------------- successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and -------------------------- inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the Employee’s Executive's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1115. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s Executive's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the Employee’s Executive's spouse, or if such spouse shall not survive the EmployeeExecutive, to the Employee’s Executive's estate. In the event of the Employee’s Executive's death or a judicial determination of his the Executive's incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the Employee’s Executive's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns1. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with pursuant to a merger or consolidation, or pursuant to the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilitiesCompany. This Agreement will not be terminated by any merger, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale consolidation or transfer of assets as described in of the preceding sentence, it shall be a condition precedent Company referred to above. In the consummation event of any such merger, consolidation or transfer of assets, the provisions of this Agreement will be binding upon the surviving, resulting or successor corporation or the person or entity to which such assets are transferred. The Company agrees that if the Company completes an asset sale pursuant to which all or substantially all of the assets of the Company are sold, or any other Change of Control transaction that pursuant to which the assignee acquiring or transferee expressly assumes surviving party in such transaction does not assume the liabilitiesCompany’s obligations under this Agreement either by operation of law or contractually, then concurrently with such asset sale or other transaction the Company will cause the purchaser of such assets, or such other acquiring or surviving party, to unconditionally assume in writing all of the obligations and duties of the Company hereunder. No Without limiting the foregoing, but subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Affiliates, officers, directors, agents, successors and assigns of the Company. This Agreement will inure to the benefit of, and be enforceable by or against, Executive or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, designees and legatees. None of Executive’s rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under If Executive should die while any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation amounts or benefits payable hereunder following have been accrued by Executive but not yet paid as of the Employeedate of Executive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall and which would be payable to Executive hereunder had Executive continued to live, all such amounts and benefits unless otherwise provided herein will be paid or provided in accordance with the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event terms of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemedsuch person or persons appointed in writing by Executive to receive such amounts or, where appropriateif no such person is so appointed, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representativeestate.

Assignment; Binding Effect. This No party may assign either this Agreement shall be or any of its rights, interests or obligations hereunder without the prior written approval of the other parties; provided, however, that without the consent of any other party hereto the rights of a Purchaser hereunder are assignable (a) to an affiliate of such Purchaser, or (b) to any other Purchaser or (b) to an assignee or transferee who acquires at least 100,000 shares, as adjusted for stock dividend, stock splits, combinations, recapitalizations and similar events, of the Preferred Shares purchased by a Purchaser. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and permitted assigns, whether so expressed or not. Without limiting the generality of the foregoing, all representations, covenants and agreements benefiting the Purchasers, their respective successors and permitted assigns shall inure to their benefit whether such Persons are holding Preferred Shares, Conversion Shares, or Warrants (and Series B-1 Shares issuable upon exercise thereof) as the case may be. Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in below. Whether or not any express assignment has been made, the provisions of this Section 11. The Employee shall Agreement which are for the benefit of any Purchaser as a purchaser or holder of Preferred Shares (or any securities pursuant to which such Preferred Shares may be entitledconverted or exercised into) are also for the benefit of and enforceable by any subsequent holder of such Preferred Shares who acquires at least 100,000 shares, as adjusted for stock dividend, stock splits, combinations, recapitalizations and similar events, to the same extent they would have been enforceable by such Purchaser. Upon any permitted under any applicable lawassignment, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference references in this Agreement to such Purchaser shall also apply to any such assignee unless the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativecontext otherwise requires.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement Parties hereto and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No ; provided, however, that no Party hereto may assign its respective rights or delegate its respective obligations of the Company under this Agreement without the express prior written consent of the other Party or Parties hereto; provided, further, that either Party may be assigned assign any of its rights and delegate or transferred by subcontract any of its duties and obligations under this Agreement to any of its Affiliates without the Company except approval of the other Party (such assignment, delegation or subcontracting to an Affiliate shall not relieve such Party of its responsibilities and liabilities hereunder and such Party shall remain liable to the other Party for the conduct and performance of its Affiliate), and, provided, further, that such Customer may assign any of its rights and delegate or subcontract any of its duties and obligations may be assigned or transferred in connection hereunder with respect to any Product, without the sale or transfer approval of Manufacturer, to a third party that acquires all or substantially all of the assets Customer’s rights to such Product (subject to Manufacturer’s reasonable approval or Customer’s guarantee of the Companycreditworthiness of such third party), provided and, provided, further, that Pfizer may assign any of its rights and delegate or subcontract any of its duties and obligations hereunder in connection with the assignee sale, transfer or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation other disposition of any such transaction that Facility or related assets to a third party. Any subcontracting consented to by Customer shall not relieve Manufacturer of its responsibilities and liabilities hereunder and Manufacturer shall remain liable to Customer for the assignee or transferee expressly assumes the liabilities, obligations conduct and duties performance of the Company each permitted subcontractor hereunder. No Except for the indemnification rights or obligations of the Employee under this Agreement may be assigned of any Manufacturer Indemnitee or transferred by Customer Indemnitee in their respective capacities as such (a) the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation provisions of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following are solely for the death benefit of the Employee shall be payable Parties and are not intended to confer upon any Person (including employees of the Employee’s spouse, Parties hereto) except the Parties any rights or if such spouse remedies hereunder and (b) there are no third party beneficiaries of this Agreement and this Agreement shall not survive the Employee, to the Employee’s estate. In the event provide any third person (including employees of the Employee’s death or a judicial determination Parties hereto) with any remedy, claim, liability, reimbursement, claim of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate action or other legal representativeright in excess of those existing without reference to this Agreement.

Assignment; Binding Effect. This Agreement shall be binding upon and -------------------------- inure to the benefit of the parties to this Agreement and their respective -------------------------------------------------------------------------------- Page 18 -------------------------------------------------------------------------------- successors, heirs (in the case of the Employee) and may be permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties Parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon -------------------------- and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee -------------------------------------------------------------------------------- Page 20 -------------------------------------------------------------------------------- expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his the Employee's incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1115. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This 9.3.1 The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties to this Agreement hereto and their respective successorssuccessors and assigns permitted hereby, heirs except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of the Lender) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement. 9.3.2 The Lender may, at any time, assign all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of the Revolving Loan Commitment and the Revolving Loans at the time owing to it) (i) an Affiliate of the Lender, without the consent of the Borrower or (ii) to any other Person with the prior written consent of the Borrower (not to be unreasonably withheld) unless an Event of Default has occurred and is continuing, in which such consent shall not be required. Subject to notification to the Borrower of an assignment, the assignee shall be a party hereto and, to the extent of the interest assigned, have the rights and obligations of the existing Lender under this Credit Agreement, and the existing Lender shall, to the extent of the interest assigned, be released from its obligations under this Credit Agreement (and, in the case of an assignment covering all of the Employeeexisting Lender’s rights and obligations under this Credit Agreement, the existing Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.1, 3.2 and 8. The Borrower hereby agrees to execute any amendment and/or any other document that may be necessary to effectuate such an assignment, including an amendment to this Credit Agreement to provide for multiple lenders and an administrative agent to act on behalf of such lenders. The Lender, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each assignment and a register for the recordation of the names and addresses of the Lenders, and the Revolving Loan Commitments of, and principal amounts (and stated interest) of the Revolving Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and permitted assignsthe Borrower and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. No The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Any assignment or transfer by the Lender of rights or obligations under this Credit Agreement that does not comply with this Section 9.3.2 shall be treated for purposes of this Credit Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with Section 9.3.3. 9.3.3 The Lender may, at any time, without the consent of the Company Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of the Lender’s rights and obligations under this Credit Agreement may be assigned (including all or transferred by a portion of the Company except that Revolving Loan Commitment and the Loans owing to it); provided that, (i) the Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such rights or obligations may be assigned or transferred obligations, and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company Lender’s rights and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in under this Credit Agreement, either contractually or as a matter of law. The Company further Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1 and 3.2 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to Section 9.3.2; provided that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall such Participant (A) agrees to be a condition precedent subject to the consummation provisions of Sections 2.7 and 3.2 as if it were an assignee under Section 9.3.2 and (B) shall not be entitled to receive any such transaction that the assignee or transferee expressly assumes the liabilitiesgreater payment under Sections 3.1 and 3.2 with respect to any participation, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights Lender would have been entitled to compensation and benefits, which may be transferred only by will or operation of lawreceive, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Revolving Loans or other obligations under the Loan Documents (the “Participant Register”); provided that, the Lender shall have no obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in the Revolving Loan Commitment, Revolving Loans or other obligations under any applicable lawLoan Document) to any Person except to the extent that such disclosure is necessary to establish that the Revolving Loan Commitment, to select any Revolving Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving Lender shall treat each Person whose name is recorded in the Company written notice thereof. In Participant Register as the absence owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. 9.3.4 The Lender may at any time pledge or assign a selection, security interest in all or any compensation or benefit payable portion of its rights under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Credit Agreement to secure its obligations, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that, no such pledge or assignment shall release the Employee shall be deemed, where appropriate, to refer to Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Employee’s beneficiary, estate or other legal representativeLender as a party hereto.

Assignment; Binding Effect. This Neither this Agreement nor any respective right or obligation arising out of it shall be assigned, sublicensed and/or transferred (each, a “Transfer”) by Licensee, or to or by any third party under any circumstances, including, but not limited to, by court order, operation of law, statute, regulation, ordinance, or otherwise, without Xxxxxxx’s prior express written consent, which consent may be granted or withheld in Xxxxxxx’s sole and absolute discretion. For the purposes of this Agreement, a Transfer shall be deemed to have occurred if fifty percent (50%) or more of the ownership interests (which means shares if Licensee is a corporation, or general partnership interests if Licensee is a partnership or membership interests if Licensee is a limited liability company) of Licensee are sold or otherwise transferred (in a single transaction or in a series of transactions) to any person or entity who does not hold an ownership interest of at least twenty percent (20%) as of the Effective Date. Any attempt to Transfer this Agreement by Licensee shall be null and void and shall, at Xxxxxxx’s sole option, be a basis for this Agreement’s immediate termination. Approval of one Transfer shall not be deemed an approval of any other Transfer. Each approved Transfer will inure to Xxxxxxx’s benefit, but not release Licensee from liability for performance of its obligations hereunder, absent Xxxxxxx’s express written agreement. Verdure has the right to assign, sublicense and/or transfer its rights and obligations under this Agreement, subject to the Licensee’s prior written consent, which will not be unreasonably withheld. Notwithstanding the above, this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement Parties and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. A. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with pursuant to a merger or consolidation, or pursuant to the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilitiesCompany. This Agreement will not be terminated by any merger, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale consolidation or transfer of assets as described in of the preceding sentence, it shall be a condition precedent Company referred to above. In the consummation event of any such merger, consolidation or transfer of assets, the provisions of this Agreement will be binding upon the surviving, resulting or successor corporation or the person or entity to which such assets are transferred. The Company agrees that if the Company completes an asset sale pursuant to which all or substantially all of the assets of the Company are sold, or any other Change of Control transaction that pursuant to which the assignee acquiring or transferee expressly assumes surviving party in such transaction does not assume the liabilitiesCompany’s obligations under this Agreement either by operation of law or contractually, then concurrently with such asset sale or other transaction the Company will cause the purchaser of such assets, or such other acquiring or surviving party, to unconditionally assume in writing all of the obligations and duties of the Company hereunder. No Without limiting the foregoing, but subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Affiliates, officers, directors, agents, successors and assigns of the Company. This Agreement will inure to the benefit of, and be enforceable by or against, Executive or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, designees and legatees. None of Executive’s rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under If Executive should die while any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation amounts or benefits payable hereunder following have been accrued by Executive but not yet paid as of the Employeedate of Executive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall and which would be payable to Executive hereunder had Executive continued to live, all such amounts and benefits unless otherwise provided herein will be paid or provided in accordance with the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event terms of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemedsuch person or persons appointed in writing by Executive to receive such amounts or, where appropriateif no such person is so appointed, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representativeestate.

Assignment; Binding Effect. This Agreement shall be binding upon and -------------------------- inure to the benefit of the parties to this Agreement and their respective -------------------------------------------------------------------------------- Page 18 -------------------------------------------------------------------------------- successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Neither this Agreement nor any respective right or obligation arising out of it shall be assigned, sublicensed and/or transferred (each, a “Transfer”) by Licensee, or to or by any third party under any circumstances, including, but not limited to, by court order, operation of law, statute, regulation, ordinance, or otherwise, without Verdure’s prior express written consent, which consent may be granted or withheld in Verdure’s sole and absolute discretion. For the purposes of this Agreement, a Transfer shall be deemed to have occurred if fifty percent (50%) or more of the ownership interests (which means shares if Licensee is a corporation, or general partnership interests if Licensee is a partnership or membership interests if Licensee is a limited liability company) of Licensee are sold or otherwise transferred (in a single transaction or in a series of transactions) to any person or entity who does not hold an ownership interest of at least twenty percent (20%) as of the Effective Date. Any attempt to Transfer this Agreement by Licensee shall be null and void and shall, at Verdure’s sole option, be a basis for this Agreement’s immediate termination. Approval of one Transfer shall not be deemed an approval of any other Transfer. Each approved Transfer will inure to Verdure’s benefit, but not release Licensee from liability for performance of its obligations hereunder, absent Verdure’s express written agreement. Verdure has the right to assign, sublicense and/or transfer its rights and obligations under this Agreement, subject to the Licensee’s prior written consent, which will not be unreasonably withheld. Notwithstanding the above, this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement Parties and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not 10996058 v4 survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1113. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned, in whole or in part, by any party (whether by operation of law or otherwise) without the prior written consent of the other parties hereto (it being understood that the Sellers' Representative may consent on behalf of all Sellers); any attempted assignment in violation of this Section 12.4 shall be binding void; PROVIDED, HOWEVER, that upon the consummation of a Change in Control that does not involve a transfer or sale of equity interests in the Buyer, the Buyer shall cause any acquiror, buyer or surviving entity to assume its obligations hereunder (including pursuant to Section 2.4) and inure pursuant to any documents executed and delivered in connection therewith and the benefit Buyer may assign, without the consent of any other party hereto, the rights of the parties Buyer hereunder; PROVIDED, FURTHER, HOWEVER, that (a) the Buyer may assign any of its rights, benefits or obligations hereunder to this Agreement and their respective successors, heirs (in the case an Affiliate of the EmployeeBuyer provided that no such assignment shall relieve the Buyer of its obligations hereunder and (b) the Buyer and permitted assigns. No rights or the Sellers acknowledge and agree that the rights, benefits and obligations of the Company under this Agreement may be assigned or transferred by to the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets existing lenders of the Company or its Subsidiaries. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and such assignee or transferee expressly assumes be enforceable by the liabilitiesparties and their respective successors and assigns (including, obligations and duties in the case of the CompanyBuyer, as contained any Person into which the Buyer's Equityholders contribute or otherwise transfer their equity interests, whether pursuant to Section 351 of the Code or otherwise). Nothing in this Agreement, either contractually expressed or as a matter implied, is intended to confer on any Person, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of lawthis Agreement. The Notwithstanding anything to the contrary in this Section 12.4, each of Buyer and the Company further agrees that(after Closing) may, in the event of a sale or transfer of assets as described in the preceding sentencetheir respective sole discretion, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No assign their respective rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativetheir respective financing institutions.

Assignment; Binding Effect. Purchaser will not have the right to assign this Agreement without Sellers’ prior written consent, to be given or withheld in Sellers’ sole and absolute discretion. Notwithstanding the foregoing, Purchaser may assign its rights under this Agreement to an Affiliate of Purchaser without the consent of Sellers, provided that any such assignment does not relieve the assigning party of its obligations hereunder, and the applicable assignee of Purchaser and Purchaser shall jointly and severally be liable for the obligations of Purchaser hereunder. Sellers shall not have the right to assign this Agreement without Purchaser’s prior written consent, to be given or withheld in Purchaser’s sole and absolute discretion. This Agreement shall will be binding upon and inure to the benefit of the parties to this Agreement Sellers and Purchaser and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No , and no other party will be conferred any rights by virtue of this Agreement or obligations be entitled to enforce any of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee provisions hereof. Whenever a reference is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference made in this Agreement to Sellers or Purchaser, such reference will include the Employee successors and permitted assigns of such party under this Agreement. Notwithstanding the foregoing, if Purchaser so elects, Purchaser may designate, effective as of Closing, one or more other Affiliates of Purchaser to take title solely to the El Segundo Property or solely to the One Wilshire Property, respectively, in which case, the documents described in Section 10.3(a), (b), (c), (e) and (j) will be separately prepared executed and delivered between the applicable Seller and the applicable designee of Purchaser at Closing, the items described in Section 10.3(g), (h), and (i) will be conveyed by the applicable Seller to the applicable designee of Purchaser at Closing, the designee will be deemed to have assumed all obligations of Purchaser hereunder with respect to the applicable Property, and Purchaser shall be deemedrelieved of liability for its obligations thereafter arising under this Agreement. In order to comply with the requirements of the Service Provider Agreements, where appropriate, the interests of Xxxxx REIT One Wilshire in the Service Provider Agreements will be assigned to refer an Affiliate of Purchaser designated by Purchaser to take title to the Employee’s beneficiary, estate or other legal representativeOne Wilshire Property and the interests of Service Provider in the Service Provider Agreements will be assigned to a different Affiliate of Purchaser designated by Purchaser.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1114. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. (a) Except as is permitted pursuant to the provisions of this Agreement providing for successor Custodians and Paying Agents, the Custodian and Paying Agent may not assign or delegate this Agreement or any of its rights or obligations pursuant to this Agreement without the prior written consent of the Company and any such purported assignment or delegation without such consent will be void ab initio. This Agreement shall will be binding upon on and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No , and (subject to Section 19.2(b)), no other Person or Persons will have any rights or obligations remedies pursuant to or by reason of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter . Without limiting the generality of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall this Agreement will be a condition precedent binding on and inure to the consummation benefit of (i) any successor “PMN Agent” under, and in accordance with, the Reimbursement, Security and Guaranty Agreement, (ii) any successor “Initial Member” under, and in accordance with, the LLC Operating Agreement and (iii) any successor “Private Owner” under, and in accordance with, the LLC Operating Agreement. (b) Each Purchase Money Notes Guarantor (and its successors or assigns) is hereby constituted (until the Guaranteed Purchase Money Notes Satisfaction Date with respect to such transaction Purchase Money Notes Guarantor) an express third-party beneficiary of this Agreement in its entirety, and, as such, each Purchase Money Notes Guarantor (and its successors or assigns) is entitled to enforce such provisions of this Agreement to the same extent as if such Person were a party to this Agreement. To the extent that this Agreement confers directly any rights, remedies or other benefits upon any Holder or the assignee Transferor (or transferee expressly assumes any Existing Servicer), this Agreement (subject to Sections 19.1 and 19.2 as if such Holder or the liabilitiesTransferor, obligations respectively, was a party to this Agreement, and duties in any event to Section 19.4 of this Agreement) also will inure to the benefit of, and may be enforced by, such Holder or the Transferor, respectively. (c) Upon the indefeasible payment, satisfaction and discharge in full of all of the Company hereunder. No Secured Obligations, the rights or obligations of the Employee under PMN Agent and any Purchase Money Notes Guarantor pursuant to this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation will terminate, and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select from and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of after such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference termination all references in this Agreement to the Employee shall PMN Agent or the Purchase Money Notes Guarantors are to be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativedisregarded.

Assignment; Binding Effect. This Agreement .1 Neither this Agreement, nor any rights granted hereunder, shall be binding upon and inure to assignable by any Party hereto without the benefit prior written consent of the parties to other Party, in such other Party's discretion; PROVIDED HOWEVER, that either Party may assign this Agreement and their respective successors, heirs (in without the case consent of the Employeeother Party (i) and permitted assigns. No rights to its Affiliates, if the assigning Party guarantees the full performance of its Affiliates' obligations hereunder or obligations (ii) subject to Section 17.7.2, to a third party purchasing substantially all the assets of the Company under company provided such third party agrees to be bound by this Agreement may Agreement. Any purported assignment in contravention of this Section shall, at the option of the non-assigning Party, be assigned null and void and of no effect. .2 If any unaffiliated third party shall purchase Chiron (or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all Cetus, if Cetus owns any IFN Property), or substantially all of the assets of Chiron (or Cetus, if Cetus owns any IFN Property), or the Companyproperty or facilities of Chiron or Cetus used in the manufacture of Products under this Agreement ("change of control"), provided that Schering shall have the assignee option to purchase or transferee is lease from Chiron, Cetus or such third-party purchaser, as the successor to case may be, all the property, contracts (including this Agreement), facilities and equipment of Chiron and Cetus used (or substantially all completed and intended for use) in the manufacture of Products under this Agreement (the assets of "IFN Property"), at the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees thataggregate fair market value (or, in the event case of a lease, the lease value) of the IFN Property. Where the IFN Property is used solely or primarily for the manufacture of Products, Schering shall have the right to buy such IFN Property, and if the IFN Property is also used for the manufacture of other substances, Chiron shall retain a leasehold interest in such IFN Property to continue to make such other substances for seven years. Where the IFN Property is used primarily for the manufacture of substances other than Products, Schering shall have the right to a leasehold interest in such IFN Property to make Product for the remainder of the term of this Agreement. Such fair market value shall be evaluated taking into account the going concern value of the IFN Property, including the value of the supply provisions of this Agreement and shall be determined by an independent third party mutually agreed upon by the Parties. Such option must be exercised, if at all, by notifying Chiron in writing of such exercise within 90 days after Chiron notifies Schering that it proposes to enter into a sale agreement or transfer that a change of assets as described control may occur that would meet the conditions set forth in the preceding sentence, it shall be a condition precedent to the consummation first sentence of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative17.7.2.

Assignment; Binding Effect. This Except as contemplated by the Restructuring Transactions, this Agreement may not be assigned by a Party by operation of Law or otherwise without the express written consent of the other Party, and any attempt to assign this Agreement without such consent shall be void and of no effect. Notwithstanding the foregoing, (a) Purchaser may assign this Agreement or its rights and obligations under this Agreement, in whole or in part, to one or more Affiliates or one or more of its designees or co-investors (including the right to acquire and receive any portion or all of the Company Shares directly from Seller at Closing, as directed by Purchaser); provided, however, that no such assignment shall relieve Purchaser of any of its obligations hereunder, and (b) Purchaser or any such Affiliate or designee or co-investor may collaterally assign its rights hereunder to its financing sources and lenders. Notwithstanding the foregoing, if such an assignment occurs, Purchaser shall notify Seller in writing thereof and Seller acknowledges and agrees that Purchaser shall have the sole right to exercise any and all rights of any such assignee under or in connection with this Agreement, including, without limitation, (i) any consent to any amendment, supplement or modification of this Agreement, (ii) the granting of any waivers or consents, (iii) the determination of whether all of the conditions precedent to the obligations of Purchaser to consummate the transactions contemplated by this Agreement have been satisfied (or whether any unsatisfied condition precedent shall be waived such that Purchaser shall be obligated to consummate the transactions contemplated by this Agreement) and (iv) whether to terminate this Agreement in any circumstance in which Purchaser is entitled to terminate this Agreement pursuant to its terms. In addition, notwithstanding the foregoing, Seller may conclusively rely upon, without independent verification or investigation, all decisions made by and all actions taken or omitted to be taken by Purchaser on behalf of any assignee pursuant to or under this Agreement, whether or not Purchaser assigns any of its rights or obligations hereunder to one or more of its Affiliates or designees or co-investors. Subject to the preceding sentences, . 82 this Agreement shall be binding upon upon, and shall inure to the benefit of of, the parties to this Agreement Parties and their respective successorssuccessors and assigns (including, heirs (in for the case avoidance of doubt, successor(s) or assign(s) of Seller as a result of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativeRestructuring Transactions).

Assignment; Binding Effect. This Agreement (a) Except with respect to transfers of Interests in a public sale pursuant to Rule 144 (or any successor thereto) under the Securities Act of 1933, the Stockholders hereby agree, and any transferee or assignee of any Interests is hereby on notice, that any transfer or assignment of such Interests is conditioned upon such transferee’s or assignee’s execution and delivery to the parties of a Proxy and a joinder agreement in the form of Exhibit C prior to such transfer or assignment. Any transfer or assignment of any such Interests in violation of this Section 8(a) shall be binding upon void and inure to the benefit be of the no force or effect. All parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees hereby agree that, in the event of a sale or transfer of assets Interests in a public sale pursuant to Rule 144 (or any successor thereto) under the Securities Act of 1933, as described amended, the legend referenced in Section 6 hereto shall be removed and this Agreement shall act as authority for the transfer agent to remove such legend in conjunction with the removal of the Securities Act legend pursuant to Rule 144 (or any successor thereto) under the Securities Act of 1933, as amended. In addition, each Stockholder agrees to notify Purchaser of the change in such Stockholder’s Interest and, if requested by Purchaser, execute an amended proxy to reflect the number of shares of capital stock owned directly or beneficially by the Stockholder following the transfer of Interests referenced above. (b) The Company hereby agrees, and any person acquiring any shares of the Company’s capital stock from the Company is hereby on notice, that any issuance of such securities is conditioned upon such person’s execution and delivery to the parties of a Proxy and a joinder agreement in the preceding sentence, it shall be a condition precedent form of Exhibit C prior to the consummation such issuance. Any issuance of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties securities of the Company hereunder. No rights or obligations in violation of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee 8(b) shall be entitled, to the extent permitted under any applicable law, to select void and change a beneficiary be of no force or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativeeffect.

Assignment; Binding Effect. This Neither this Agreement nor any respective right or obligation arising out of it shall be assigned, sublicensed and/or transferred (each, a “Transfer”) by Licensee, or to or by any third party under any circumstances, including, but not limited to, by court order, operation of law, statute, regulation, ordinance, or otherwise, without Xxxxxxx’s prior express written consent, which consent may be granted or withheld in Xxxxxxx’s sole and absolute discretion. For the purposes of this Agreement, a Transfer shall be deemed to have occurred if fifty percent (50%) or more of the ownership interests (which means shares if Licensee is a corporation, or general partnership interests if Licensee is a partnership or membership interests if Licensee is a limited liability company) of Licensee are sold or otherwise transferred (in a single transaction or in a series of transactions) to any person or entity who does not hold an ownership interest of at least twenty percent (20%) as of the Effective Date. Any attempt to Transfer this Agreement by Licensee shall be null and void and shall, at Verdure’s sole option, be a basis for this Agreement’s immediate termination. Approval of one Transfer shall not be deemed an approval of any other Transfer. Each approved Transfer will inure to Verdure’s benefit, but not release Licensee from liability for performance of its obligations hereunder, absent Verdure’s express written agreement. Verdure has the right to assign, sublicense and/or transfer its rights and obligations under this Agreement, subject to the Licensee’s prior written consent, which will not be unreasonably withheld. Notwithstanding the above, this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement Parties and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. (a) During the period of time from the applicable Effective Date until the applicable Closing Date (inclusive), Sellco may fully or partially assign to Sellco II in writing Sellco’s rights, interests and obligations under this Agreement and the applicable Acquired Companies Annex with respect to the Sellco II Acquired Companies or, if only one such Acquired Company, the Sellco II Acquired Company (as the applicable term is defined in the applicable Acquired Companies Annex) without the consent of the other Parties hereto (but with notice given prior to or concurrently with such assignment to such other Parties) if Sellco II assumes in writing all of such rights, interests and obligations of Sellco (each such assignment, a “Sellco II Assignment”). From and after the date of any such Sellco II Assignment, for all the purposes of the Agreement and the applicable Acquired Companies Annex, the term “Seller” shall also include Sellco II with respect to the Sellco II Acquired Companies or the Sellco II Acquired Company, as the case may be, and the rights, interests and obligations with respect thereto under the Agreement and the applicable Acquired Companies Annex. Upon the execution and delivery by Sellco and Sellco II of such Sellco II Assignment, Sellco shall be released from all of its rights, interests and obligations under this Agreement and the applicable Acquired Companies Annex with respect to the Sellco II Acquired Companies or the Sellco II Acquired Company, as the case may be. (b) At any time after the applicable Effective Date, Purchaser may assign to NEP Renewables II in writing Purchaser’s rights, interests and obligations under this Agreement and the applicable Acquired Companies Annex without the consent of the other Parties hereto (but with notice given prior to or concurrently with such assignment to such other Parties) if NEP Renewables II assumes in writing all of such rights, interests and obligations of Purchaser (each such assignment, a “NEP Renewables II Assignment”). Upon the execution and delivery by Purchaser and NEP Renewables II of such NEP Renewables II Assignment, Purchaser shall be released from all of its rights, interests and obligations under this Agreement and the applicable Acquired Companies Annex. In addition, Purchaser or its assignee may assign its rights to indemnification under this Agreement to Purchaser’s or such assignee’s lenders for collateral security purposes, but such assignment shall not release Purchaser or such assignee from its obligations hereunder. (c) Except as provided in Section 12.10(a) and Section 12.10(b), neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. (d) This Agreement shall be is binding upon and inure upon, inures to the benefit of and is enforceable by the parties to this Agreement Parties and their respective successors, heirs (in the case of the Employee) successors and permitted assigns.” This BUILD-OUT AGREEMENT (this “Agreement”), dated as of [●], 2019, is entered into by and between NEXTERA ENERGY RESOURCES, LLC, a Delaware limited liability company (“NextEra”) and NEP RENEWABLES II, LLC, a Delaware limited liability company (“NEP Renewables II”). No rights or obligations of NextEra and NEP Renewables II shall be referred to hereunder collectively as the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company“Parties” and, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or individually as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative“Party”.

Assignment; Binding Effect. This Neither this Agreement nor any right, interest or obligation hereunder may be assigned (by operation of law or otherwise) by Seller without the prior written consent of Purchaser and any attempt to do so will be void. If Purchaser is assigning this Agreement to a Person owning assets having a fair market value at such time at more than $25 million, then Purchaser may assign this Agreement upon written notice to the Seller, provided that Purchaser’s assignee assumes (in writing) the then-outstanding obligations owing hereunder to Seller. Seller hereby consents to any such assignment that includes such an assumption, and acknowledges and agrees that such an assumption shall be deemed to effect a novation and a release of Purchaser with respect to the obligations so assumed by Purchaser’s assignee. If Purchaser is assigning this Agreement to a Person owning assets having a fair market value at such time at $25 million or less (a “Covered Assignee”), then Purchaser may assign this Agreement to such Covered Assignee upon written notice to the Seller, provided that the Covered Assignee assumes (in writing) Purchaser’s then-outstanding obligations owing hereunder to Seller. In addition, effective concurrently with such assignment to and assumption by the Covered Assignee, if any, Purchaser hereby guaranties, as a surety and on a contingent basis (i.e., Seller shall first exhaust his remedies against such assignee), the Covered Assignee’s payment of the assumed obligations in favor of Seller. Seller hereby consents to any such assignment that includes such an assumption and guaranty, and acknowledges and agrees that thereafter, Purchaser’s sole remaining obligation under this Agreement shall be pursuant to the guaranty contained in the preceding sentence. Subject to the preceding sentences of this Section 12.9, this Agreement is binding upon and inure upon, inures to the benefit of and is enforceable by the parties to this Agreement hereto and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.