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, however, that Parent and/or the Surviving Entity may assign any or all of their respective rights and interests hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale 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. 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 or otherwiseassigned, and any attempted assignment shall be null and void; provided, however, that . The Parent and/or the Surviving Entity may assign any or all of their respective its rights and interests hereunder to its lenders as collateral security or under this Agreement to any Affiliate of the Parent or any third party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale of acquires all or substantially all of the assets of the Parent, or more than 50% of the outstanding stock of the Parent, whether by sale, consolidation, merger or otherwise; provided that the assignee assumes all of the obligations of the Parent and/or Surviving Entityhereunder and promptly notifies Company Representative of such assignment. 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. 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, however, that Parent and/or the Surviving Entity . The Purchaser may assign any or all of their respective its rights and interests hereunder to its lenders as collateral security or under this Agreement to any party Affiliate; PROVIDED such Affiliate assumes all of the obligations of the Purchaser hereunder; and PROVIDED further that is acquiring Parent and/or Surviving Entity in a change the Purchaser shall remain liable for such Affiliate's failure to meet any of control transaction, whether by merger, stock sale or sale the obligations of all or substantially all the assets of Parent and/or Surviving EntityPurchaser 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. 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, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided, however, that Parent and/or the Surviving Entity Buyer may assign any or all of their respective its rights and interests hereunder to any of its lenders as collateral security or Affiliates to any party that is acquiring Parent and/or Surviving Entity in a change the extent Buyer remains responsible for performance of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entityits 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. 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 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, 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. If the Purchaser merges, howeverconsolidates, that Parent and/or the Surviving Entity may assign any or combines, or transfers, sells, or disposes of substantially all of their respective the Purchased Assets, the Purchaser can assign its rights and interests hereunder in this Agreement to its lenders as collateral security such transferee or to any party successor that is acquiring Parent and/or Surviving Entity assumes this Agreement in a change of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entitywriting. 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 may otherwise expressly be provided in Section 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 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 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, however, that Parent and/or this Agreement may be assigned or transferred by the Surviving Entity may assign any or all Purchaser upon notice but without the prior written consent of their respective rights the other parties hereto to an Affiliate of the Purchaser and interests hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity nothing in a change of control transactionthis Agreement shall prevent the consolidation, whether by merger, stock sale merger or sale of all or substantially all the assets Purchaser to an Affiliate of Parent and/or Surviving Entitythe Purchaser. Subject to the foregoing, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirssuccessors and permitted assigns. Except as provided in Sections 5.2 and 5.3, successors, permitted assigns and legal representatives. This 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 Parent Indemnified Parties, the Seller Indemnified Parties, 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, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; providedprovided further, however, that Parent and/or the Surviving Entity indemnification and other rights hereunder of Purchaser may assign be collaterally assigned to any bank or all other financial institution which is or becomes a lender to Purchaser, the Company or any of their respective rights Affiliates, successors and interests hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entityassigns. 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. This Except as set forth in this Section 10.7 and in Sections 6.5, 9.2.1 and 9.2.2, 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 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. 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, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided, however, provided that Parent and/or the Surviving Entity may assign any or all of their respective its rights and interests delegate its duties under this Agreement in whole or in part to one or more of its Affiliates but no such assignment shall relieve Parent of its obligations hereunder, and Parent may grant a security interest in its rights and interest hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entitylenders. 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. This Except as provided in Section 8.2, 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 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, however, that Parent and/or the Surviving Entity Purchaser may (i) assign any or all of their respective its rights and interests hereunder to one or more of its lenders as collateral security Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any party that is acquiring Parent and/or Surviving Entity in a change or all of control transactionwhich cases, whether by merger, stock sale or sale Purchaser nonetheless shall remain responsible for the performance of all or substantially all the assets of Parent and/or Surviving Entityits 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. This Except as set forth in Sections 6.8, 9.2(a) and 9.2(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 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. 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, however, that Parent and/or the Surviving Entity . The Purchaser may assign any or all of their respective its rights and interests hereunder to its lenders as collateral security or under this Agreement to any party Affiliate; provided such Affiliate assumes all of the obligations of the Purchaser hereunder; and provided further that is acquiring Parent and/or Surviving Entity in a change the Purchaser shall remain liable for such Affiliate's failure to meet any of control transaction, whether by merger, stock sale or sale the obligations of all or substantially all the assets of Parent and/or Surviving EntityPurchaser 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. 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 Parties hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided, however, that Parent and/or the Surviving Entity may assign any or all of their respective rights and interests hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale 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 Parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Except as expressly provided in Section 6.7 and Section 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 Parent Indemnified Parties, the Seller Indemnified Parties, 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, however, that Parent from and after the Effective Time each of Parent, Newco and/or the Surviving Entity Corporation may assign any this Agreement and its obligations hereunder without the consent of the Company or all of their respective rights and interests hereunder the Representative to (x) its lenders for collateral purposes, including as collateral security security, or to (y) any party Person that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale of acquires all or substantially all of the business and assets of Parent and/or or the Surviving EntityCorporation. 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. This Except as set forth in Section 5.9 and Section 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 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, be assigned by operation of Law or otherwise, and any attempted assignment without such consent shall be null and void; provided, however, provided that Parent and/or the Surviving Entity Buyer may collaterally assign any or all of their respective its rights and interests hereunder to any lender or debt financing source without the consent of any other party, but no such assignment will relieve Buyer of its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entityobligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successorssuccessors and permitted assigns. Except as set forth in Sections 6.6, permitted assigns 9.2 and legal representatives. This 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 Parent Indemnified Parties, the Seller Indemnified Parties, 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; providedprovided that without such consent, howeverprior to Closing, that Parent and/or the Surviving Entity Newco may assign any or all of their respective rights and interests hereunder to its lenders any Affiliate and/or as collateral security or to any party that is acquiring financial institution or underwriter providing financing in connection herewith; provided further that, following any such assignment of rights and interests, Parent and/or Surviving Entity in a change or Newco, as applicable, shall remain liable for all of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entityits 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. 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 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 or otherwise, and any attempted assignment shall be null and void; provided, however, that upon and after the Closing, Parent and/or the Surviving Entity may assign any or all of their respective rights and interests hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale 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. 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, howeverPROVIDED, that Parent and/or the Surviving Entity may assign Newco may, without such written consent assign, directly or indirectly, any or all of its rights and obligations hereunder to any of its Affiliates, to any Person which provides financing to Newco, the Surviving Corporation or any of their respective rights and interests hereunder to its lenders as collateral security Subsidiaries, or to any party that is acquiring Parent and/or subsequent purchaser of the Surviving Entity in a change Corporation or any of control transaction, its Subsidiaries (whether by through merger, stock sale or consolidation, sale of all stock, sale of assets or substantially all the assets of Parent and/or Surviving Entityotherwise). 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. 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, however, that Parent and/or the Surviving Entity may assign Buyer may, without written consent assign, directly or indirectly, any or all of their respective its rights and interests obligations hereunder to any of its lenders as collateral security or Affiliates, to any party that is acquiring Parent and/or Surviving Entity in a change subsequent purchaser of control transactionthe Buyer, whether by merger, stock sale the Company or sale any of its Subsidiaries or all or substantially all of the assets of Parent and/or Surviving Entity. Subject Buyer's or the Company's consolidated assets, or to any Person which provides financing to the foregoing, Buyer in connection with the purchase of the Shares hereunder (or any refinancing thereof). No assignment of this Agreement shall relieve any party hereto of its obligations hereunder. 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. 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, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; providedprovided that Purchaser may, howeverwithout prior written consent of the other parties hereto, that Parent and/or the Surviving Entity may (i) assign any or all of their respective its rights and interests hereunder to one or more of its lenders as collateral security Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder and (iii) assign its rights, but not its obligations, under this Agreement to any party that is acquiring Parent and/or Surviving Entity of its financing sources (in a change any or all of control transaction, whether by merger, stock sale or sale which cases Purchaser nonetheless shall remain responsible for the performance of all or substantially all the assets of Parent and/or Surviving Entityits 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. 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. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.