Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided that Genesis may (i) assign this Agreement and its rights hereunder, to a corporation partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No Except as hereinafter specifically provided in this Section 15, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Seller (if the other party, which consent shall not be unreasonably withheld, assignor is Buyer) or Buyer (if the assignor is Seller or RVI); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by Seller or RVI of its rights and obligations under this Agreement, provided that Genesis whether before or after the Closing, release Seller or RVI from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may (i) assign this Agreement and its any and all rights hereunder, to a corporation partnership, limited liability company in whole or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent of ET, or (ii) contribute the Property, or any portion thereofin part, to a corporation, partnership, limited liability company any direct or other entity in exchange for 100% indirect subsidiary of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunderDSW. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other partyIndemnitors (if the assignor is the Operating Partnership, the Company or the Service Companies) or the Operating Partnership, the Company and the Service Companies (if the assignor is the Indemnitors), which consent shall not be unreasonably withheld, ; and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided that Genesis may (i) assign this Agreement and its rights hereunder, to a corporation partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No Except as hereinafter specifically provided in this Section, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Seller (if the other party, which consent shall not be unreasonably withheld, assignor is Buyer) or Buyer (if the assignor is Seller or Shareholders); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by Seller of its rights and obligations under this Agreement, provided that Genesis whether before or after the Closing, release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer (or any assignee of Buyer permitted by this sentence) may (i) assign this Agreement and its any and all rights hereunder, in whole or in part, to a corporation partnershipany entity that controls, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent of ETcontrolled by, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunderis under common control with Buyer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity Person other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No Except as hereinafter specifically provided in this Section 22, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of GSE Systems (if the other party, which consent shall not be unreasonably withheld, assignor is a Buyer) or Buyer (if the assignor is a Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by any party hereto of its rights and obligations under this Agreement, provided that Genesis whether before or after the Closing, release such party from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may (i) assign this Agreement and its any and all rights hereunder, in whole or in part, to a corporation partnership, limited liability company any subsidiary of Buyer or other Avantium US or to any entity of in which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent controlling shareholders of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunderBuyer maintain control. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. (a) No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other partyparty hereto; provided, which however, Buyer shall be permitted to assign this Agreement at any time, in whole or in part, without the prior written consent shall not be unreasonably withheld, and any of Seller if the Non-License Closing has occurred. (b) Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided that Genesis may (i) assign this Agreement and its rights hereunder, to a corporation partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity Person, other than the parties hereto hereto, is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder. Without limiting the foregoing, no employee of the Stations and no other Person shall be a third-party beneficiary under this Agreement (including the provisions of Section 8.4), or any Seller Document or Buyer Document.

Benefit and Assignment. No Except as hereinafter specifically provided in this Section 24, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, otherwise without the prior written consent of Seller (if the other party, which consent shall not be unreasonably withheldassignor is Buyer) or Buyer (if the assignor is Seller), and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by Seller of its rights and obligations under this Agreement, provided that Genesis whether before or after the Closing, release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may (i) assign this Agreement and its any and all rights hereunder, in whole or in part, to a corporation partnership, limited liability company any subsidiary of Buyer or other to any entity of in which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without controlling shareholders of Buyer maintain control. Subject to the consent of ETforegoing, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunder. This this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunderassigns. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Contributor (if the other partyassignor is Transferee) or Transferee (if the assignor is Contributor), which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided except that Genesis may (i) Transferee may assign this Agreement and its rights hereunder, to a corporation corporation, partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates Transferee without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entityContributor; no such assignment or contribution shall relieve ET Transferee of its obligations hereunderhereunder and (ii) Transferee may designate one or more entities to acquire a portion of the Interest. This Agreement shall be binding upon and shall inure to the benefit of to the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Transferor (if the other partyassignor is Transferee) or Transferee (if the assignor is Transferor), which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided except that Genesis may (i) Transferee may assign this Agreement and its rights hereunder, to a corporation corporation, partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates Transferee without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entityTransferor; no such assignment or contribution shall relieve ET Transferee of its obligations hereunderhereunder and (ii) Transferee may designate one or more entities to acquire a portion of the Interest. This Agreement shall be binding upon and shall inure to the benefit of to the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided that Genesis ET may (i) assign this Agreement and its rights hereunder, to a corporation partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis ET or its affiliates without the consent of ETMulticare, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET Multicare of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided that Genesis may (i) assign this Agreement and its rights hereunder, to a corporation partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent of ET, or (ii) contribute the PropertyFacilities, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. (a) No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other partyparty hereto; provided, which however, that Buyer may assign this Agreement without the consent of Seller to any of its subsidiaries or affiliates, but no such assignment shall not be unreasonably withheld, and any relieve Buyer of its obligations hereunder. (b) Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided that Genesis may (i) assign this Agreement and its rights hereunder, to a corporation partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity Person, other than the parties hereto hereto, is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder. Without limiting the foregoing, no employee of the Station and no other Person shall be a third-party beneficiary under this Agreement (including the provisions of Section 8.4), or any Seller Document or Buyer Document.

Benefit and Assignment. No (a) Except as hereinafter specifically provided in this Section 15.7, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law Law or otherwise, without the prior written consent of Seller (if the other party, which consent shall not be unreasonably withheld, assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, provided that Genesis may (i) however, Buyer shall have the right to assign this Agreement and its rights hereunderAgreement, in whole or in part, to a corporation partnership, limited liability company or other entity of which any Affiliate so long as any such assignment will not delay in any material respect the entire ownership interest is owned directly or indirectly processing by Genesis or its affiliates without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% FCC of the ownership interests application for the assignment of the FCC Licenses. Any assignment in such entity; no such assignment or contribution accordance with the terms hereof shall relieve ET become effective upon delivery of its obligations hereunder. written notice in accordance with Section 15.5. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No Except as hereinafter specifically provided in this Article 22, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Seller (if the other party, which consent shall not be unreasonably withheld, assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by Seller of its rights and obligations under this Agreement, provided that Genesis whether before or after the Closing, release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may (i) assign this Agreement and its any and all rights hereunder, in whole or in part, to a corporation partnership, limited liability company any subsidiary of Buyer or other to any entity of in which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent controlling shareholders of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunderBuyer maintain control. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other partyPartnership and Contributors (if the assignor is Transferee) or Transferee (if the assignor is the Partnership or Contributors), which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided except that Genesis Transferee may (i) assign all or a portion of this Agreement and its rights hereunder, to a corporation corporation, partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates Transferee without the consent of ET, the Partnership or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entityContributors; no such assignment or contribution shall relieve ET Transferee of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of to the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No Except as hereinafter specifically provided in this ARTICLE 25, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Seller (if the other party, which consent shall not be unreasonably withheld, assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by Seller of its rights and obligations under this Agreement, provided that Genesis whether before or after the Closing, release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may (i) assign this Agreement and its any and all rights hereunder, in whole or in part, to a corporation partnership, limited liability company any subsidiary of Buyer or other to any entity of in which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent controlling shareholders of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunderBuyer maintain control. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Transferor (if the other partyassignor is Transferee) or Transferee (if the assignor is Transferor), which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided that Genesis Transferee may (i) assign this Agreement and its rights hereunder, to a corporation corporation, partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis Transferee or its affiliates without the consent of ET, Transferor or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET Transferee of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Transferor (if the other partyassignor is Transferee) or Transferee (if the assignor is Transferor), which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided except that Genesis Transferee may (i) assign all or a portion of this Agreement and its rights hereunder, to a corporation corporation, partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates Transferee without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entityTransferor; no such assignment or contribution shall relieve ET Transferee of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of to the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No Except as hereinafter specifically provided in this Article 25, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Seller (if the other party, which consent shall not be unreasonably withheld, assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by Seller of its rights and obligations under this Agreement, provided that Genesis whether before or after the Closing, release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may (i) assign this Agreement and its any and all rights hereunder, in whole or in part, to a corporation partnership, limited liability company any subsidiary of Buyer or other to any entity of in which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates without the consent controlling shareholders of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entity; no such assignment or contribution shall relieve ET of its obligations hereunderBuyer maintain control. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Contributor (if the other partyassignor is Transferee) or Transferee (if the assignor is Contributors), which consent shall not be unreasonably withheld, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect, provided except that Genesis Transferee may (i) assign all or a portion of this Agreement and its rights hereunder, to a corporation corporation, partnership, limited liability company or other entity of which the entire ownership interest is owned directly or indirectly by Genesis or its affiliates Transferee without the consent of ET, or (ii) contribute the Property, or any portion thereof, to a corporation, partnership, limited liability company or other entity in exchange for 100% of the ownership interests in such entityContributor; no such assignment or contribution shall relieve ET Transferee of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of to the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.