Common use of Assignment; Successors and Assigns; No Third Party Rights Clause in Contracts

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided that Buyer may assign any or all of its respective rights and obligations under this Agreement to one or more of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law or otherwiseassigned, and any attempted assignment shall be null and void; provided , except that Buyer Purchaser may assign assign, in its sole discretion, any or all of its respective rights and rights, interests or obligations under this Agreement hereunder to one any direct or more indirect wholly owned subsidiary of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this AgreementPurchaser. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law or otherwiseassigned, and any attempted assignment shall be null and void; provided that Buyer . The Parent may assign any or all of its respective rights and obligations under this Agreement to one any Affiliate of the Parent or any third party that acquires all or substantially all of the assets of the Parent, or more than 50% of its Subsidiariesthe outstanding stock of the Parent, whether by sale, consolidation, merger or otherwise; provided, further, provided that no the assignee assumes all of the obligations of the Parent hereunder and promptly notifies Company Representative of such assignment shall release Buyer from any liability or obligation under this Agreementassignment. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided provided, however, that Buyer Parent and/or the Surviving Entity may assign any or all of its their respective rights and obligations under this Agreement interests hereunder to one its lenders as collateral security or more to any party that is acquiring Parent and/or Surviving Entity in a change of its Subsidiaries; providedcontrol transaction, furtherwhether by merger, that no such assignment shall release Buyer from any liability stock sale or obligation under this Agreementsale of all or substantially all the assets of Parent and/or Surviving Entity. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the Parent Indemnified Parties, the Seller Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided that Buyer . The Purchaser may assign any or all of its respective rights and obligations under this Agreement to one or more any Affiliate; PROVIDED such Affiliate assumes all of its Subsidiariesthe obligations of the Purchaser hereunder; provided, further, and PROVIDED further that no the Purchaser shall remain liable for such assignment shall release Buyer from Affiliate's failure to meet any liability or obligation under this Agreementof the obligations of Purchaser hereunder. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law or otherwiseassigned, and any attempted assignment shall be null and void; provided that Buyer . The Parent may assign any or all of its respective rights and obligations under this Agreement to one any Affiliate of the Parent or any third party that acquires all or substantially all of the assets of the Parent, or more than 50% of its Subsidiariesthe outstanding stock of the Parent, whether by sale, consolidation, merger or otherwise; provided, further, provided that no such assignment shall release Buyer from any liability or obligation under this Agreementthe assignee assumes all of the obligations of the Parent hereunder. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder; provided, however, that Article VIII shall also be for the benefit of the Parent Indemnified Parties and Amorcyte Indemnified Parties.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided that Buyer . The Purchaser may assign any or all of its respective rights and obligations under this Agreement to one or more any Affiliate; provided such Affiliate assumes all of its Subsidiariesthe obligations of the Purchaser hereunder; provided, further, and provided further that no the Purchaser shall remain liable for such assignment shall release Buyer from Affiliate's failure to meet any liability or obligation under this Agreementof the obligations of Purchaser hereunder. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment without such consent shall be null and void; provided that Buyer may collaterally assign its rights hereunder to any lender or all debt financing source without the consent of its respective rights and obligations under this Agreement to one or more of its Subsidiaries; providedany other party, further, that but no such assignment shall release will relieve Buyer from any liability or obligation under this Agreementof its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. Except as set forth in Section 6.7Sections 6.6, Section 9.1 9.2 and Section 9.2 10.16 and 10.20 hereof, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, successors and permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns successors and legal representativesassigns, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided provided, however, that Buyer from and after the Effective Time each of Parent, Newco and/or the Surviving Corporation may assign this Agreement and its obligations hereunder without the consent of the Company or the Representative to (x) its lenders for collateral purposes, including as collateral security, or (y) any Person that acquires all or substantially all of its respective rights the business and obligations under this Agreement to one assets of Parent or more of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreementthe Surviving Corporation. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 5.9 and Section 9.2 9.1(a) hereof, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this This Agreement may not, not be assigned by any party hereto or thereto without the prior written consent of the other parties hereto, be assigned by operation of Law hereto or otherwisethereto, and any attempted assignment shall be null and void; provided that Buyer may assign any or all of its respective rights and obligations under provided, however, this Agreement may be assigned or transferred by the Purchaser upon notice but without the prior written consent of the other parties hereto to one an Affiliate of the Purchaser and nothing in this Agreement shall prevent the consolidation, merger or more sale of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreementthe Purchaser to an Affiliate of the Purchaser. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. Except as set forth provided in Section 6.7, Section 9.1 Sections 5.2 and Section 9.2 hereof5.3, this Agreement shall be for the sole benefit of the parties to this Agreement hereto, and their respective heirs, successors, successors and permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representatives, any legal or equitable right, benefit, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided provided, however, that Buyer may assign may, without written consent assign, directly or indirectly, any or all of its respective rights and obligations under hereunder to any of its Affiliates, to any subsequent purchaser of the Buyer, the Company or any of its Subsidiaries or all or substantially all of the Buyer's or the Company's consolidated assets, or to any Person which provides financing to the Buyer in connection with the purchase of the Shares hereunder (or any refinancing thereof). No assignment of this Agreement to one or more shall relieve any party hereto of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreementobligations hereunder. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided that Buyer without such consent, prior to Closing, Parent and/or Newco may assign their rights and interests to any Affiliate and/or as collateral security to any financial institution or underwriter providing financing in connection herewith; provided further that, following any such assignment of rights and interests, Parent or Newco, as applicable, shall remain liable for all of its respective rights and obligations under this Agreement to one or more of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreementhereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunderhereunder except (i) as expressly provided in Section 5.15 hereof and (ii) on or after the Closing, the enforcement by the holders of Company's equity securities of their respective rights to receive any consideration owed to them pursuant to the terms of Article II.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided that Buyer Parent may assign any or all of its respective rights and obligations delegate its duties under this Agreement in whole or in part to one or more of its Subsidiaries; provided, further, that Affiliates but no such assignment shall release Buyer from any liability or obligation under this Agreementrelieve Parent of its obligations hereunder, and Parent may grant a security interest in its rights and interest hereunder to its lenders. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth provided in Section 6.7, Section 9.1 and Section 9.2 hereof8.2, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided provided, however, that Buyer may assign any or all of its respective rights and obligations under this Agreement interests hereunder to one or more any of its Subsidiaries; provided, further, that no such assignment shall release Affiliates to the extent Buyer from any liability or obligation under this Agreementremains responsible for performance of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the Buyer Indemnified Parties, the Seller Indemnified Parties, the parties hereto and their respective 00000000.00.XXXXXXXX heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided that Buyer may assign any or all of its respective rights and obligations under this Agreement to one or more of its Subsidiaries; provided, further, however, that no such assignment shall release Buyer from the indemnification and other rights hereunder of Purchaser may be collaterally assigned to any liability bank or obligation under this Agreementother financial institution which is or becomes a lender to Purchaser, the Company or any of their respective Affiliates, successors and assigns. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in this Section 6.710.7 and in Sections 6.5, Section 9.1 9.2.1 and Section 9.2 hereof9.2.2, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this This Agreement may not, not be assigned by any party hereto or thereto without the prior written consent of the other parties hereto, be assigned by operation of Law hereto or otherwisethereto, and any attempted assignment shall be null and void; provided that Buyer may assign any or all of its respective rights and obligations under provided, however, this Agreement may be assigned or transferred by the Purchaser without the prior written consent of the other parties hereto to one or more an Affiliate of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreementthe Purchaser. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. Except as set forth provided in Section 6.7Sections 5.8, Section 9.1 7.2 and Section 9.2 hereof7.3, this Agreement shall be for the sole benefit of the parties to this Agreement hereto, and their respective heirs, successors, successors and permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representatives, any legal or equitable right, benefit, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this (a) This Agreement may not, without the prior written consent of the other parties heretoParties, be assigned by operation of Law or otherwiseassigned, and any attempted assignment shall will be null and void; provided provided, however, that Buyer may assign its rights, in whole or in part, to an Affiliate of Buyer upon written notice of same to Seller, which assignment will not relieve Buyer of any or all of its respective rights and obligations under this Agreement to one or more of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreementhereunder. Subject to the foregoing, this Agreement shall will be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this . (b) This Agreement shall will be for the sole benefit of the parties to this Agreement Parties and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall will it be construed, to give any Person, other than the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder, except that the Buyer Indemnitees and Seller Indemnitees will be intended third party beneficiaries of ARTICLE VIII.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided that Buyer . Notwithstanding the foregoing, after the Closing Purchaser may assign or delegate any or all of its respective rights and and/or obligations in whole or in part under this Agreement to any Person (other than an Affiliate of Purchaser) acquiring all or substantially all of the assets of Purchaser, in which case Purchaser shall, upon assumption of its obligations under this Agreement to one or more by such purchaser, be released from all of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as expressly set forth in Section 6.7, Section 9.1 6.5.2 and Section 9.2 hereof6.6, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided PROVIDED, that Buyer may assign Newco may, without such written consent assign, directly or indirectly, any or all of its respective rights and obligations under this Agreement hereunder to one or more any of its Affiliates, to any Person which provides financing to Newco, the Surviving Corporation or any of their respective Subsidiaries; provided, furtheror to any subsequent purchaser of the Surviving Corporation or any of its Subsidiaries (whether through merger, that no such assignment shall release Buyer from any liability consolidation, sale of stock, sale of assets or obligation under this Agreementotherwise). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, the rights and obligations of a party under this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law or otherwiseassigned, and any attempted assignment shall be null and void; provided that Buyer . Acquisition Company may assign any or all of its respective rights and obligations under this Agreement to one any Affiliate of Acquisition Company or more any of its Subsidiariesparents or their respective businesses, without the consent of any other party hereto; provided, further, provided that no such assignment shall release Buyer from any liability Acquisition Company or obligation under this AgreementParent of its respective obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder; provided, however, that Article VII shall also be for the benefit of the Acquiror Indemnified Parties and the Seller Indemnified Parties.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided provided, however, that Buyer upon and after the Closing, Parent and/or the Surviving Entity may assign any or all of its their respective rights and obligations under this Agreement interests hereunder to one its lenders as collateral security or more to any party that is acquiring Parent and/or Surviving Entity in a change of its Subsidiaries; providedcontrol transaction, furtherwhether by merger, that no such assignment shall release Buyer from any liability stock sale or obligation under this Agreementsale of all or substantially all the assets of Parent and/or Surviving Entity. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the Parent Indemnified Parties, the Seller Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement and all covenants and agreements contained herein and rights, interests, duties and obligations hereunder may not, without the prior written consent of the other parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided provided, however, that Buyer Purchaser may (i) assign any or all of its respective rights and obligations under this Agreement interests hereunder to one or more of its Subsidiaries; providedAffiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases, further, that no such assignment Purchaser nonetheless shall release Buyer from any liability or obligation under this Agreementremain responsible for the performance of all of its obligations hereunder). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7Sections 6.8, Section 9.1 9.2(a) and Section 9.2 hereof9.2(b), this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this (a) This Agreement may not, without the prior written consent of the other parties heretoParty, be assigned by operation of Law or otherwiseassigned, and any attempted assignment shall will be null and void; provided provided, however, that Buyer may assign its rights, in whole or in part, to an Affiliate of Buyer upon written notice of same to Seller, which assignment will not relieve Buyer of any or all of its respective rights and obligations under this Agreement to one or more of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreementhereunder. Subject to the foregoing, this Agreement shall will be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this . (b) This Agreement shall will be for the sole benefit of the parties to this Agreement Parties and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall will it be construed, to give any Person, other than the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder, except that the Buyer Indemnitees and Seller Indemnitees will be intended third party beneficiaries of Article VIII.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this This Agreement and the Ancillary Agreements may not, not be assigned by any party hereto without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided provided, however, that Buyer without the consent of any other party hereto, (i) Reuters may assign any or all of its respective rights and obligations under this Agreement to one or more Designated Affiliates, provided that in each case Reuters, jointly and severally with such assignee, continues to remain fully subject to such obligations (it being acknowledged and agreed that Reuters shall be liable for any Liabilities assumed by or assigned to Reuters’ Designated Affiliates) and (ii) MTH, following the Closing, may assign any or all of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreementrights to an Affiliate. Subject to This Agreement and the foregoing, this Agreement Ancillary Agreements shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. Except as set forth provided in Section 6.7, Section 9.1 and Section 9.2 hereof9.1, this Agreement shall be for the sole benefit of the parties to this Agreement hereto, and their respective heirs, successors, successors and permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representatives, any legal or equitable right, benefit, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, not be assigned by operation of law or otherwise without the prior written consent of the other parties heretoparty, which shall not be assigned by operation of Law or otherwiseunreasonably withheld, and any attempted assignment without such consent shall be null and void; provided that Buyer may assign any . If the Purchaser merges, consolidates, or combines, or transfers, sells, or disposes of substantially all of the Purchased Assets, the Purchaser can assign its respective rights and obligations under in this Agreement to one such transferee or more of its Subsidiaries; provided, further, successor that no such assignment shall release Buyer from any liability or obligation under assumes this AgreementAgreement in writing. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except , except as set forth may otherwise expressly be provided in Section 6.7, Section 9.1 and Section 9.2 hereof, this 7.8. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties Parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided that Buyer may assign any or all of its respective rights and obligations under this Agreement to one or more of its Subsidiaries; provided, further, that no such assignment shall release Buyer from any liability or obligation under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties Parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth expressly provided in Section 6.7, Section 9.1 6.7 and Section 9.2 hereof, 12.14 of this Agreement shall be for the sole benefit of the parties Parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties Parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder; provided, however, that following the Effective Time, each holder of Common Stock or Company Options shall be entitled to enforce the provisions of ARTICLE II to the extent necessary to receive the portion of the Merger Consideration to which such holder is entitled pursuant to ARTICLE III.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided that Buyer may Purchaser may, without prior written consent of the other parties hereto, (i) assign any or all of its respective rights and obligations under this Agreement hereunder to one or more of its Subsidiaries; providedAffiliates, further(ii) designate one or more of its Affiliates to perform its obligations hereunder and (iii) assign its rights, that no such assignment shall release Buyer from any liability or obligation but not its obligations, under this AgreementAgreement to any of its financing sources (in any or all of which cases Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Except as set forth in Section 6.7, Section 9.1 and Section 9.2 hereof, this This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.