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. 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, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this Agreement. Notwithstanding the foregoing, Parent and/or the Merger Subs may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent or the Merger Subs or their subsidiaries and affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its obligations 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. 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, and nothing herein, express or implied, is it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Shift Indemnified Persons and Parent Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this AgreementAgreement and the Stockholders are intended third party beneficiaries of Section 3.5. Notwithstanding the foregoing, Parent and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs Sub or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent Parent, Merger Sub or the Merger Subs or their its subsidiaries and affiliates Affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its obligations 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 otherwiseassigned, and any attempted assignment shall be null and void; provided, however, that Parent and Merger Sub may assign this Agreement without consent in connection with a sale of all or substantially all assets, direct or indirect change of control, merger or similar transaction. 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, and nothing herein, express or implied, is it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this Agreement. Notwithstanding the foregoing, Parent and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs Sub or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent Parent, Merger Sub or the Merger Subs or their its subsidiaries and affiliates Affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its obligations 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. 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, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the (i) Indemnified Persons who are not otherwise party to this Agreement shall be third third-party beneficiaries of Section 7.06; and (ii) Acquiror Indemnified Persons who are not otherwise party to this AgreementAgreement shall be third-party beneficiaries of Section 7.12. Notwithstanding the foregoing, Parent and/or the Merger Subs each Acquiror Party may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs such Acquiror Party or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent or the Merger Subs any Acquiror Party or their subsidiaries and affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs Acquiror Parties in any form of transaction, which assignment shall not relieve Parent or any Merger Sub such Acquiror Party of its obligations 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 heretoParties, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Company Indemnified Persons, the Company Insured Persons and the Acquiror Insured Persons who are not otherwise party to this Agreement shall be intended third party beneficiaries of this Agreement. Notwithstanding the foregoing, Parent Acquiror and/or the Merger Subs may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent Acquiror or the Merger Subs or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent or Acquiror, the Merger Subs or their subsidiaries and affiliates Affiliates with such lenders or to an acquirer acquiror of all or substantially all of the assets or business of Parent Acquiror or the Merger Subs in any form of transaction, which assignment shall not relieve Parent Acquiror or any the Merger Sub Subs of its their obligations 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. 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, and nothing herein, express or implied, is it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Company Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this AgreementSection 6.11. Notwithstanding the foregoing, Parent and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs Sub or their subsidiaries Subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent Parent, Merger Sub or the Merger Subs or their subsidiaries its Subsidiaries and affiliates Affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its obligations 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. 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, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this Agreement. Notwithstanding the foregoing, Parent and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs Sub or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent or the Merger Subs Sub or their subsidiaries and affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its obligations 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. 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, and nothing herein, express or implied, is it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this Agreement. Notwithstanding the foregoing, Parent and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs Sub or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent Parent, Merger Sub or the Merger Subs or their its subsidiaries and affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its obligations 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 heretoParties, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided, that Buyer may assign its rights and obligations under this Agreement and any of the provisions hereof to a Subsidiary of Buyer that is, directly or indirectly, wholly-owned by Buyer, so long as, notwithstanding any such assignment, Buyer remains primarily responsible for all of the obligations of Buyer under this Agreement. Subject to the foregoing, this Agreement shall 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 Sections 1.1, 6.9, 10.14 and nothing herein10.15 hereof, express or impliedthis Agreement shall be for the sole benefit of the Parties and their respective heirs, successors, permitted assigns and legal representatives and is intended not intended, nor shall be construed, to or shall confer upon give any Person, other Person than the Parties and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, benefit remedy or remedy of claim hereunder. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement will be construed to give any nature whatsoever Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or by reason with respect to this Agreement 968037.12 or any provision of this Agreement; provided, provided that the Indemnified Persons who Financing Source Parties are not otherwise party to this Agreement shall be third intended third-party beneficiaries of this Agreement. Notwithstanding the foregoingof, Parent and/or the Merger Subs and may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent or the Merger Subs or their subsidiaries enforce, Sections 10.5, 10.13, 10.14, 10.16 and affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its obligations hereunder10.18.

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. 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, and nothing herein, express or implied, is it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Indemnified Persons, the Company Insured Persons and the Acquiror Insured Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this AgreementAgreement and the Company Stockholders are intended third party beneficiaries of Section 3.10. Notwithstanding the foregoing, Parent Acquiror and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent Acquiror or the Merger Subs Sub or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent Acquiror, Merger Sub or the Merger Subs or their its subsidiaries and affiliates Affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent Acquiror or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent Acquiror or any Merger Sub of its obligations 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 Parent may, without prior written consent of the Company, (i) assign any or all of its rights and interests hereunder to (x) one or more of its affiliates (provided such assignee agrees to assume all obligations hereunder) or (y) in connection with the merger or consolidation of, or sale, transfer or other disposition of all or substantially all of the stock or assets of Parent or Newco (provided such assignee agrees to assume all obligations hereunder), (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 of its financing sources (in any or all of which cases Parent 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 5.8 and Section 9.1(a) hereof, this Agreement shall be for the sole benefit of the parties to this Agreement and nothing hereintheir respective heirs, express or impliedsuccessors, permitted assigns and legal representatives and is intended not intended, nor shall be construed, to or shall confer upon give any Person, other Person than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, benefit remedy or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this Agreement. Notwithstanding the foregoing, Parent and/or the Merger Subs may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent or the Merger Subs or their subsidiaries and affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its obligations 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. 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, and nothing herein, express or implied, is it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Indemnified Persons, the Company Insured Persons and the Acquiror Insured Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this Agreement. Notwithstanding the foregoing, Parent Acquiror and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent Acquiror or the Merger Subs Sub or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent Acquiror, Merger Sub or the Merger Subs or their its subsidiaries and affiliates Affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent Acquiror or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent Acquiror or any Merger Sub of its obligations 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. 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, and nothing herein, express or implied, is it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Indemnified Persons no Person who are is not otherwise party to this Agreement shall be a third party beneficiaries beneficiary of this Agreement. Notwithstanding the foregoing, Parent Acquiror and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent Acquiror or the Merger Subs Sub or their subsidiaries Subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent Acquiror, Merger Sub or the Merger Subs or their subsidiaries its Subsidiaries and affiliates Affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent Acquiror or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent Acquiror or any Merger Sub of its obligations 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. 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, and nothing herein, express or implied, is it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Company Indemnified Persons and Parent Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this Agreement. Notwithstanding the foregoing, Parent and/or the Merger Subs Sub may assign this Agreement without the consent of any Person to any lender (or agent therefor) to Parent or the Merger Subs Sub or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by Parent or the Parent, Merger Subs Sub or their respective subsidiaries and affiliates Affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of Parent or the Merger Subs Sub in any form of transaction, which assignment shall not relieve Parent or any Merger Sub of its respective obligations hereunder.