Common use of Assignment; Successors and Assigns; Third Party Beneficiaries Clause in Contracts

Assignment; Successors and Assigns; Third Party Beneficiaries. This Agreement shall not be assignable (a) by any AT&T Party, AT&T Newco or, prior to the Initial Closing, any Sale Site Subsidiary without the express prior written consent of Acquiror or (b) by Acquiror, the Tower Operator or, after the Initial Closing, any Sale Site Subsidiary without the express prior written consent of AT&T, and any such assignment in violation of the foregoing shall be null and void; provided, however, that (i) each Party may assign all of its rights and remedies (but none of its obligations) under this Agreement to one or more Subsidiaries of Acquiror (in the case of any assignment by Acquiror, the Tower Operator or, after the Initial Closing, the Sale Site Subsidiaries) or Subsidiaries of AT&T (in the case of any assignment by the AT&T Parties, AT&T Newco or, prior to the Initial Closing, the Sale Site Subsidiaries), including any special purpose entity formed in connection with the transactions contemplated by this Agreement and (ii) Acquiror, the Tower Operator or, after the Initial Closing, any Sale Site Subsidiary may assign all or any portion of their rights hereunder for collateral security purposes to their Debt Financing Sources pursuant to customary written documentation reasonably satisfactory to the AT&T Parties. This Agreement shall be binding upon and inure to the benefit of each Party and its successors, heirs, legal representatives and permitted assigns. Except as provided in Article 11, this Agreement is not intended to confer upon any Person other than the Parties any rights or remedies hereunder; provided, however, that the Debt Financing Sources shall be third party beneficiaries of Section 13.2(a), Section 13.7 and this Section 13.6.

Assignment; Successors and Assigns; Third Party Beneficiaries. This Agreement shall not be assignable (a) by any AT&T Verizon Party, AT&T Newco Verizon Lessor or, prior to the Initial Closing, any Sale Site Subsidiary without the express prior written consent of Acquiror or (b) by Acquiror, the Tower Operator or, after the Initial Closing, any Sale Site Subsidiary without the express prior written consent of AT&TVerizon, and any such assignment in violation of the foregoing shall be null and void; provided, however, that (i) each Party may assign all of its rights and remedies (but none of its obligations) under this Agreement to one or more Subsidiaries of Acquiror (in the case of any assignment by Acquiror, the Tower Operator or, after the Initial Closing, the Sale Site Subsidiaries) or Subsidiaries of AT&T Verizon (in the case of any assignment by the AT&T Verizon Parties, AT&T Newco Verizon Lessor or, prior to the Initial Closing, the Sale Site Subsidiaries), including any special purpose entity formed in connection with the transactions contemplated by this Agreement and (ii) Acquiror, the Tower Operator or, after the Initial Closing, any Sale Site Subsidiary may assign all or any portion of their rights hereunder for collateral security purposes to their Debt Financing Sources pursuant to customary written documentation reasonably satisfactory to the AT&T Verizon Parties. This Agreement shall be binding upon and inure to the benefit of each Party and its successors, heirs, legal representatives and permitted assigns. Except as provided in Article 11, this Agreement is not intended to confer upon any Person other than the Parties any rights or remedies hereunder; provided, however, that the Debt Financing Sources shall be third party beneficiaries of Section 11.7(b), Section 12.2, Section 12.3(b), Section 13.2(a), Section 13.7 13.7, Section 13.9 and this Section 13.6. Notwithstanding the foregoing or any provision of any Collateral Agreement to the contrary, each Verizon Group Member (including, prior to the Initial Closing, any Sale Site Subsidiary) may assign, sell, convey, transfer or otherwise dispose of (including pursuant to any liquidation, merger, consolidation or other business combination under applicable Law) its rights and remedies, as well as its obligations, under this Agreement or any Collateral Agreement, or in respect of any interest in a Site or any portion of a Site, in whole or in part, to Verizon or one or more wholly owned Subsidiaries of Verizon, in connection with any internal restructuring of Verizon and/or one or more of its Subsidiaries (each transaction consummated pursuant to such restructuring, a “Verizon Restructuring Transaction”); provided that no such assignment, sale, conveyance, transfer or disposition shall limit the obligations of any Party under this Agreement or the Collateral Agreements or the rights of Acquiror, the Tower Operator or any of their respective Affiliates under this Agreement or the Collateral Agreements, it being understood that all obligations under this Agreement or any Collateral Agreement of any Verizon Group Member that ceases to exist (by merger, liquidation, dissolution or otherwise) as a result of a Verizon Restructuring Transaction shall be assumed or otherwise become the obligation of another Verizon Group Member); and it being further understood that, for purposes of this Section 13.6, Verizon shall not cease to exist as a result of a Verizon Restructuring Transaction.