Common use of Assignment; Successor and Assigns Clause in Contracts

Assignment; Successor and Assigns. Each Purchaser may assign its rights and obligations under this Agreement only to a Subsidiary of such Purchaser (any such Subsidiary, a "Permitted Assignee") to whom such Purchaser has transferred its Notes. This Agreement shall inure to the benefit of and be binding upon (a) the successors and assigns of the Company and (b) the Permitted Assignees of the Purchasers; provided that nothing in this Section 5.6 shall be deemed to permit any assignment, transfer or other disposition of Notes in violation of the terms of this Agreement, the Merger Agreement or the Indenture. If any Permitted Assignee shall acquire Notes, in any manner, whether by operation of law or otherwise, such Notes shall be held subject to all of the terms of this Agreement, and by taking and holding such Notes such Permitted Assignee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Merger Agreement, and such Permitted Assignee shall be entitled to receive the benefits hereof, in each case as if such Permitted Assignee were a

Assignment; Successor and Assigns. Each Purchaser may assign its rights and obligations under this Agreement only to a Subsidiary of such Purchaser (any such Subsidiary, a "Permitted Assignee") to whom such Purchaser has transferred its Notes. This Agreement shall inure to the benefit of and be binding upon (a) the successors and assigns of the Company and (b) the Permitted Assignees of the Purchasers; provided that nothing in this Section 5.6 shall be deemed to permit any assignment, transfer or other disposition of Notes in violation of the terms of this Agreement, the Merger Agreement or the Indenture. If any Permitted Assignee shall acquire Notes, in any manner, whether by operation of law or otherwise, such Notes shall be held subject to all of the terms of this Agreement, and by taking and holding such Notes such Permitted Assignee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Merger Agreement, and such Permitted Assignee shall be entitled to receive the benefits hereof, in each case as if such Permitted Assignee were aa "Purchaser" hereunder. Any transferee of Notes that is not a Subsidiary of a Purchaser shall not be entitled to the benefits of this Agreement.