Common use of Assignments, Successors, and No Third-Party Rights Clause in Contracts

Assignments, Successors, and No Third-Party Rights. No Party may assign any of its rights under this Agreement without the prior consent of the other Parties, except that Buyer may assign any of its rights under this Agreement to any Subsidiary or Affiliate of Buyer; provided that, in the event of such assignment, Buyer shall remain liable for its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors, legal representatives, and assigns.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights under this Agreement without the prior consent of the other Partiesparties (which any party may withhold, in its sole and absolute discretion) except that Buyer each of the Buyers may assign any of its rights his right, title and interest under this Agreement to any Subsidiary corporation or Affiliate limited liability company wholly-owned by the assigning Buyer without the need for consent by the Seller; provided, however, that any such transferee shall assume in writing the liabilities, obligations and duties of Buyer; provided that, in performance of the event of such assignment, assigning Buyer under this Agreement and the assigning Buyer shall remain jointly and severally liable for its obligations hereunderwith such transferee with respect to the assigning Buyer's liability under this Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representatives, successors and assigns.

Assignments, Successors, and No Third-Party Rights. No Party party hereto may assign any of its rights under this Agreement without the prior consent of the other Partiesparties, except that Buyer may assign any unless such assignment is made to a subsidiary, affiliate or successor in interest by merger, operation of law, assignment, purchase or otherwise of all or a portion of its rights under this Agreement to any Subsidiary or Affiliate of Buyer; provided thatbusiness, in which event assignment shall be permitted and the non-assigning party’s consent shall not be necessary. In the event of any such assignmentassignment or transfer, Buyer the transferring party shall still remain liable for its the full and complete performance of any outstanding obligations hereunderowed under this Agreement. Subject to Any assignment within the preceding sentence, meaning of this Section shall not be construed as novation. This Agreement will apply to, shall be binding in all respects upon, upon and inure to the benefit of the parties hereto and their successors, legal representatives, heirs and permitted assigns of assigns. Except with respect to Section 11.2 and to the Parties. Nothing extent otherwise provided, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities , and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representatives, heirs and permitted assigns.

Assignments, Successors, and No Third-Party Rights. No Party may assign this Agreement or any of its rights or obligations under this Agreement without the prior consent of the other PartiesParty, except and any purported assignment without a consent shall be void ; provided, however that Seller may, after notice to, but without such prior consent of, the Buyer, assign this Agreement to the Parent; and provided further that the Buyer may collaterally assign any of its rights under this Agreement to any Subsidiary or Affiliate of Persons providing financing to the Buyer; provided that, in which event the event Seller agrees, upon the request of any such assignmentPerson, Buyer shall remain liable for its obligations hereunder. to provide to such Person such consent to such assignment and such customary documentation thereof as such Person may reasonably request .. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors, legal representatives, successors and permitted assigns.

Assignments, Successors, and No Third-Party Rights. No Party Neither party may assign any of its their rights under this Agreement without the prior consent of the other Partiesparty, except that (a) Buyer may assign any of its rights under this Agreement hereunder to any Subsidiary or Affiliate of Buyer; provided thata wholly owned subsidiary, provided, however, that in the event of any such assignment, Buyer shall remain unconditionally liable as a guarantor for Buyer's obligations under this Agreement and (b) Buyer may grant a security interest in its obligations hereunderrights hereunder to any financial institution extending credit to Buyer for the purpose of completing the Contemplated Transactions or with respect to the operation of the Acquired Companies following the Closing. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successorsheirs, legal representatives, successors and permitted assigns of the Partiesparties. Nothing Except as aforesaid, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemniteesaforesaid, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successorsheirs, legal representatives, successors and assigns.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Partiesparties, except that Buyer may collaterally assign any of its rights under this Agreement hereunder to any financial institution providing financing in connection with the Contemplated Transactions and Sellers or either of them may assign their respective rights hereunder to Shareholder (or to any direct or indirect wholly-owned Subsidiary or Affiliate of Buyer; provided thatShareholder, in the event so long as such Subsidiary also assumes all of such assignment, Buyer shall remain liable for its Seller's obligations hereunder). Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except , except such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representatives, and assignsSection 15.9.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights under this Agreement without the prior written consent of the other Partiesparties, except that Buyer Seller may assign any of its rights and obligations under this Agreement to any Subsidiary or Affiliate of Buyer; provided that, in the event of such assignment, Buyer shall remain liable for its obligations hereunderAffiliates. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees their permitted successors and Equity Participant Indemnitees as set forth in Article Ten hereofassignees) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except , except that the Receiver is an intended third-party beneficiary of this Agreement and is entitled to enforce the same as set forth in Article Ten if a party hereto with respect to the rights of the Buyer Indemnities and the Equity Participant Indemniteesprovisions hereof. Except as otherwise set forth in this Section 10.9, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representatives, successors and permitted assigns. Any attempted assignment in violation of this Agreement shall be null and void ab initio.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Partiesparty; provided, except that however, Buyer may shall have the right in its sole discretion to assign any of its rights and delegate its obligations under this Agreement to any Subsidiary or Affiliate a corporation that Buyer may form and having Buyer as its sole shareholder as of Buyer; provided that, in the event effective date of such assignmentassignment and delegation provided, that no such assignment shall relieve Buyer shall remain liable for of its obligations or liabilities hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except , except such rights as set forth in Article Ten shall inure to a successor or permitted assignee pursuant to this Section 12.3, or with respect to Seller’s obligation to indemnify and hold the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties Company harmless pursuant to this Agreement and their successors, legal representatives, and assignsSection 10.8.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights under this Agreement without the prior consent of the other Parties, parties except that Buyer may assign any of its rights under this Agreement to any Subsidiary or Affiliate Related Person of Buyer; provided that, in the event of such assignment, Buyer shall remain liable for its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, heirs, legal representatives, representatives and permitted assigns of the Partiesparties. If Buyer assigns its rights hereunder to any Related Person of Buyer without the prior written consent of the other parties, then Buyer shall remain liable to the other parties for the obligations of Buyer hereunder. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (Agreement, the Indemnified Persons and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any Tax Indemnitee any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, heirs, legal representativesrepresentatives and permitted assigns, the Indemnified Persons and assignsany Tax Indemnitee.

Assignments, Successors, and No Third-Party Rights. No Party Neither party may assign any of its rights under this Agreement without the prior consent of the other Parties, parties except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer provided that such assignment shall not release Buyer from any obligation or Affiliate of Buyer; provided that, agreement contained in the event of such assignment, Buyer shall remain liable for its obligations hereunderthis Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representatives, successors and assigns. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its rights or obligations under this Agreement Amendment without the prior written consent of the other Partiesparties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement Amendment to any Subsidiary or Affiliate wholly-owned subsidiary of Buyer; provided that, in the event Buyer by providing notice of such assignment, assignment to the other parties provided that Buyer and such subsidiary shall remain jointly and severally liable for the performance of its obligations hereunderhereunder for the period of time such obligations are enforceable under this Amendment. Subject to the preceding sentenceforegoing, this Agreement Amendment will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement Amendment will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) Amendment any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement Amendment or any provision of this Agreement. Except Amendment, except to such wholly-owned subsidiary of Buyer to whom the Acquired Assets and Liabilities may be sold, and except for such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representatives, and assignsSection 12.

Assignments, Successors, and No Third-Party Rights. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Parties, except that Buyer (i) Xxxxxx may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary or Affiliate of Buyer; Xxxxxx provided thatthat Xxxxxx shall remain primarily liable hereunder, and (ii) in connection with any transfer of shares in conformity with the event terms set forth elsewhere in this Agreement, a Stockholder may assign its rights under Section 6.6 and 7.3 (subject to Section 8) to a party that assumes all of such assignment, Buyer Stockholder's obligations related thereto provided that the Stockholder shall remain primarily liable for its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except , except such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representativesSection 9.9. No assignment by operation of law due to a merger or consolidation, and assignsno change of control, shall be deemed to be an assignment hereunder.

Assignments, Successors, and No Third-Party Rights. No Party Neither party may assign any of its rights under this Agreement without the prior consent of the other Parties, parties except that Buyer Buyers may assign any of its their rights under this Agreement to any Subsidiary or Affiliate of Buyer; provided that, in Buyers so long as (a) the event representations and warranties of Buyers made herein are equally true of such assignmentassignee and (b) such assignment does not have any adverse consequences to Sellers or any of their affiliates (including, Buyer without limitation, any adverse Tax consequences), but no such assignment of this Agreement or any of the rights or obligations hereunder shall remain liable for its relieve Buyers of their obligations hereunderunder this Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representatives, successors and permitted assigns.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Partiesparties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement and the agreements to be executed at Closing as contemplated by this Agreement to any Subsidiary of Buyer provided that no such assignment or Affiliate delegation shall relieve Buyer from any of Buyer; provided that, in the event of such assignment, Buyer shall remain liable for its obligations hereunderhereunder or thereunder. It is Buyer’s intention to assign its rights and obligations at Closing to a new Subsidiary (likely a single-member limited liability company), which will be the party to the Xxxx of Sale, the Escrow Agreement, the Assignment and Assumption Agreement and other ancillary agreements to be delivered at Closing. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except , except such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representatives, and assignsSection 13.9.

Assignments, Successors, and No Third-Party Rights. No Party Except as otherwise provided herein, neither Buyer, on the one hand, nor Seller and the Stockholders, on the other hand, may assign any of its rights under this Agreement without the prior consent of the other Partiesparties, except that which will not be unreasonably withheld. Notwithstanding anything to contrary contained herein, Buyer may assign any of its rights under this Agreement to any Subsidiary or Affiliate of Buyer; provided thatprovided, in the event however, no such assignment shall release Buyer from any of such assignment, Buyer shall remain liable for its liabilities or obligations hereunderunder this Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representatives, successors and assigns.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Partiesparties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary or Affiliate wholly-owned subsidiary of Buyer; provided that, in the event Buyer by providing notice of such assignment, assignment to the other parties provided that Buyer and such subsidiary shall remain jointly and severally liable for the performance of its obligations hereunderhereunder for the period of time such obligations are enforceable under this Agreement. Subject to the preceding sentenceforegoing, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except , except to such wholly-owned subsidiary of Buyer to whom the Acquired Assets and Liabilities may be sold, and except for such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representatives, and assignsSection 15.9.

Assignments, Successors, and No Third-Party Rights. No Party Except for (i) assignments by Purchaser to any of its Affiliates, (ii) assignments of rights to indemnification for Environmental Liabilities to any subsequent purchaser of the Plant, the Real Property, and (iii) assignments of rights hereunder by Purchaser in connection with any security to be provided by Purchaser for any financing which Purchaser may obtain from time to time, each of which assignments is hereby expressly permitted, neither of the parties may assign any of its respective rights under this Agreement without the prior consent of the other Parties, except that Buyer may assign any of its rights under this Agreement to any Subsidiary or Affiliate of Buyer; provided that, in the event of such assignment, Buyer shall remain liable for its obligations hereunderparty. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representativespermitted assigns, heirs, executors, and permitted assigns personal representatives of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representativesassigns, heirs, executors, and assignspersonal representatives.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Partiesparties, except that either or both of Buyer and Merger Subsidiary may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary or Affiliate of Buyerits subsidiaries; provided thatthat Regal Cinemas, in the event of such assignment, Buyer Inc. shall remain jointly and severally liable with such assignee for the payment of the Merger Consideration hereunder and for the payment and performance of all of its indemnity obligations hereunderunder Article 11 hereof. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except , except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9 and to the Affiliate Guarantors pursuant to Section 5.11 in which respect such Affiliate Guarantors are intended third-party beneficiaries of the agreements set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors, legal representatives, and assignsSection 5.11.

Assignments, Successors, and No Third-Party Rights. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior consent written Consent of the other PartiesParty; provided, except however, that Buyer may assign any of its rights and delegate its obligations under this Agreement to any Subsidiary or Affiliate upon fifteen (15) business days prior written notice but without the prior written Consent of Seller if (a) such assignment and delegation is made in connection with a sale of substantially all of Buyer; provided that, ’s assets used in the event Business as conducted by Buyer after the Closing, and (b) the assignee and Buyer agrees to be bound by and to assume, and shall be jointly and severally liable for, all the liabilities and obligations of such assignment, Buyer shall remain liable for its obligations hereunderall of the terms and conditions of this Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successorsheirs, legal representatives, successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except , except such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representatives, and assignsSection 7.5.

Assignments, Successors, and No Third-Party Rights. No Party Neither party may assign any of its rights under this Agreement without the prior consent of the other Partiesparties, except that Buyer may shall have the right to assign any of its Buyer’s rights under in this Agreement to any Subsidiary an entity in which Buyer or Affiliate of BuyerAlxxx Xxxxxx xas a controlling interest; provided thatthat such entity becomes a party to this Agreement and agrees to be bound by the representations, warranties, covenants and obligations herein and Buyer guarantees such entity’s obligations herein, and provided further that Buyer will retain all obligations in the event of such assignment, Buyer shall remain liable for its obligations hereunderthis Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the a permitted assignee of Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representatives, successors and assigns.

Assignments, Successors, and No Third-Party Rights. No Party Neither this Agreement nor any interest herein may be assigned by Employee. Employer may assign any of its rights under this Agreement without and any interest herein, including but not limited to the prior consent restrictive covenants and other provisions of Sections 10 and 11, to any entity which acquires all or substantially all of the other Parties, except that Buyer may assign any assets of its rights under Employer. Upon assignment of this Agreement by the Company pursuant to any Subsidiary or Affiliate of Buyer; provided thatthe preceding sentence, in the event of such assignment, Buyer Employee acknowledges and agrees that he shall remain liable for its obligations hereundercontinue to be bound by this Agreement. Subject to the preceding sentenceprovisions of this Section 17, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the heirs, successors, legal representatives, personal representatives and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their heirs, successors, legal representatives, personal representatives and permitted assigns.

Assignments, Successors, and No Third-Party Rights. No Party may assign any of its rights under this Agreement without the prior consent of the other Parties, Parties except that Buyer may assign any of its rights under this Agreement to any Subsidiary or Affiliate Related Person of Buyer; provided that, in the event of such assignment, Buyer shall remain liable for its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, heirs, legal representatives, and permitted assigns of the Parties. Nothing If Buyer assigns its rights hereunder to any Related Person of Buyer, then Buyer shall remain primarily liable to the other Parties for the obligations of Buyer hereunder. Except as set forth in Section 5.14, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement (and Agreement, the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) indemnified Persons any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors, heirs, legal representativesrepresentatives and permitted assigns, and assignsthe indemnified Persons.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Partiesparties, except that following the Closing, Buyer may assign any of its rights and delegate any of its obligations under this Agreement as part of the sale of substantially all of the assets of the Associated Center Business, without the consent of the other parties hereto and Buyer can assign any of its rights and delegate any of its obligations under this Agreement to Discus Holdings, Inc. or any Subsidiary or Affiliate wholly owned subsidiary of Buyer; provided thatDiscus Holdings, in Inc. prior to Closing, without the event consent of such assignment, Buyer shall remain liable for its obligations hereunderthe other parties hereto. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except , except such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representatives, and assignsSection 13.3.

Assignments, Successors, and No Third-Party Rights. No Party Neither party may assign any of its rights under this Agreement without the prior consent of the other Parties, parties except that Buyer may assign any of its rights (but not its obligations) under this Agreement to any Subsidiary or Affiliate of Buyer; provided that, in the event of such assignment, Buyer shall remain liable for its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, other than Persons entitled to indemnification pursuant to ARTICLE 10. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successors, legal representativessuccessors and assigns, and assignsthere are no intended third party beneficiaries of this Agreement. Prior to the Closing, Sellers will assign to Buyer all rights and remedies of any Seller or any Related Party of any Seller under any confidentiality or other agreement entered into in connection with any of the Acquired Companies.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Partiesparties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactions, so long as no such assignment or Affiliate of delegation impairs Buyer; provided that, in the event of such assignment, Buyer shall remain liable for ’s ability to perform its obligations hereunderunder this Agreement and to complete the Contemplated Transactions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except , except such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representatives, and assignsSection 13.9.

Assignments, Successors, and No Third-Party Rights. No Party Neither SurModics nor InnoRx may assign any of its rights under this Agreement without the prior consent of the other Partiesother, except that Buyer SurModics may assign any all of its rights and obligations under this Agreement to any Subsidiary or Affiliate of Buyer; provided that, in the event of such assignment, Buyer shall remain liable for its obligations hereunderwholly-owned subsidiary. Subject to the preceding sentence, this This Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant Indemniteesexpressly provided herein, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties parties to this Agreement and their successorssuccessors and assigns and it is not the intention of the parties hereto to confer third-party beneficiary rights upon any other person. No person, legal representativesother than the parties hereto, is entitled to rely on any of the representations, warranties and assignsagreements of the parties hereto contained in this Agreement. The parties hereto assume no liability to any person, other than the parties hereto, because of any reliance on the representations, warranties and agreements of the parties contained in this Agreement.

Assignments, Successors, and No Third-Party Rights. No Party party may assign any of its rights or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Partiesparties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary or Affiliate wholly-owned subsidiary of Buyer; provided that, in the event Buyer by providing notice of such assignment, assignment to the other parties provided that Buyer and such subsidiary shall remain jointly and severally liable for the performance of its obligations hereunderhereunder for the period of time such obligations are enforceable under this Agreement. Subject to the preceding sentenceforegoing, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors, legal representatives, successors and permitted assigns of the Partiesparties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties parties to this Agreement (and the Buyer Indemnitees and Equity Participant Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, remedy or claim under or with respect to this Agreement or any provision of this Agreement. Except , except to such wholly-owned subsidiary of Buyer to whom the Acquired Assets and Liabilities may be sold, and except for such rights as set forth in Article Ten with respect shall inure to the rights of the Buyer Indemnities and the Equity Participant Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties a successor or permitted assignee pursuant to this Agreement and their successors, legal representatives, and assignsSection 13.9.