Common use of Benefit of Parties Clause in Contracts

Benefit of Parties. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. Upon the transfer of shares of Series A Preferred Stock to an ANPP Permitted Transferee (as defined in the New DHC Charter) pursuant to a Permitted Transfer (as defined in the New DHC Charter), (i) all then remaining ANPP Escrow Shares (plus any Additional Escrow Property attributable thereto (other than amounts previously released pursuant to Section 6(c)) shall be transferred to the ANPP Permitted Transferee in such Permitted Transfer and the parties hereto will use their respective reasonable best efforts to have any such remaining ANPP Escrow Shares issued in the name of such ANPP Permitted Transferee, and (ii) such ANPP Permitted Transferee will, as a condition to such transfer, agree to be bound by this Agreement and will be deemed to be subject to all of the rights and obligations of ANPP or any previous ANPP Permitted Transferee from whom such ANPP Permitted Transferee acquires the Series A Preferred Stock, hereunder, as if such ANPP Permitted Transferee was ANPP. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow services business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, will be and become successor Escrow Agent hereunder and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Except as otherwise provided herein, no assignment or attempted assignment of this Agreement or any interest hereunder will be effective without the written consent of ANPP, New DHC and the Escrow Agent. Any assignment of rights or delegation of duties under this Agreement by a party hereto without the prior written consent of the other parties hereto, if such consent is required hereby, will be void.

Benefit of Parties. This Escrow Agreement will shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. Upon the transfer of shares of Series A Preferred Stock to an ANPP Permitted Transferee (as defined in the New DHC Charter) pursuant to a Permitted Transfer (as defined in the New DHC Charter), (i) all then remaining ANPP Escrow Shares (plus any Additional Escrow Property attributable thereto (other than amounts previously released pursuant to Section 6(c)) shall be transferred to the ANPP Permitted Transferee in such Permitted Transfer and the parties hereto will use their respective reasonable best efforts to have any such remaining ANPP Escrow Shares issued in the name of such ANPP Permitted Transferee, and (ii) such ANPP Permitted Transferee will, as a condition to such transfer, agree to be bound by this Agreement and will be deemed to be subject to all of the rights and obligations of ANPP or any previous ANPP Permitted Transferee from whom such ANPP Permitted Transferee acquires the Series A Preferred Stock, hereunder, as if such ANPP Permitted Transferee was ANPP. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow services corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, will shall be and become successor Escrow Agent hereunder and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Except as otherwise provided herein, no assignment or attempted assignment of this Escrow Agreement or any interest hereunder will shall be effective without the written consent of ANPPRichemont, New DHC Xxxxxxx and the Escrow Agent. Except as otherwise expressly set forth herein and for the Indemnified Parties who are the beneficiaries of Section 5 of the Purchase Agreement, no person shall be, or be deemed to be, a third party beneficiary of this Escrow Agreement. Any assignment of rights or delegation of duties under tinder this Escrow Agreement by a party hereto without the prior written consent of the other parties hereto, if such consent is required hereby, will shall be void.

Benefit of Parties. This Agreement will and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto Parties and their respective heirs, legal representatives, successors and permitted assigns. Upon the transfer of shares of Series A Preferred Stock to an ANPP Permitted Transferee (as defined in the New DHC Charter) pursuant to a Permitted Transfer (as defined in the New DHC Charter), (i) all then remaining ANPP Escrow Shares (plus any Additional Escrow Property attributable thereto (other than amounts previously released pursuant to Section 6(c)) shall be transferred to the ANPP Permitted Transferee in such Permitted Transfer and the parties hereto will use their respective reasonable best efforts to have any such remaining ANPP Escrow Shares issued in the name of such ANPP Permitted Transferee, and (ii) such ANPP Permitted Transferee will, as a condition to such transfer, agree to be bound by this Agreement and will be deemed to be subject to all of the rights and obligations of ANPP or any previous ANPP Permitted Transferee from whom such ANPP Permitted Transferee acquires the Series A Preferred Stock, hereunder, as if such ANPP Permitted Transferee was ANPP. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow services business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, will shall be and become successor Escrow Agent escrow agent hereunder and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties heretoParties, anything herein to the contrary notwithstanding. Except as otherwise provided herein, no assignment or attempted assignment of this Agreement or any interest hereunder will shall be effective without the written consent of ANPP, New DHC Parties and the Escrow Agent. Any assignment ; provided, however, that Subject to Section 15(f) Lender may (i) assign any or all of its rights and interests to payment hereunder to one or delegation more of duties its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder provided that Lender supplies the Escrow Agent with an updated Schedule 3 (in any or all of which cases Lender nonetheless shall remain responsible for the performance of all of its obligations hereunder), and (iii) assign any or all of its rights, interests and obligations under this Agreement to any lender as collateral security or to any subsequent purchaser of the Company (whether by a party hereto without merger, stock purchase, asset purchase or otherwise), subject to the prior written consent of the other parties heretoEscrow Agent, if such which consent is required herebyshall not be unreasonably withheld, will conditional or delayed. Any transfer or assignment of any of the rights, interests or obligations hereunder in violation of the terms hereof shall be voidvoid and of no force or effect.

Benefit of Parties. This All the terms and provisions of this Agreement will shall be binding upon and inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. Upon the transfer of shares of Series A Preferred Stock to an ANPP Permitted Transferee (as defined in the New DHC Charter) pursuant to a Permitted Transfer (as defined in the New DHC Charter), (i) all then remaining ANPP Escrow Shares (plus any Additional Escrow Property attributable thereto (other than amounts previously released pursuant to Section 6(c)) shall be transferred to the ANPP Permitted Transferee in such Permitted Transfer and the parties hereto will use their respective reasonable best efforts to have any such remaining ANPP Escrow Shares issued in the name of such ANPP Permitted Transferee, and (ii) such ANPP Permitted Transferee will, as a condition to such transfer, agree to be bound by this Agreement and will be deemed to be subject to all of the rights and obligations of ANPP or any previous ANPP Permitted Transferee from whom such ANPP Permitted Transferee acquires the Series A Preferred Stock, hereunder, as if such ANPP Permitted Transferee was ANPP. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow services business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, will be and become successor Escrow Agent hereunder and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstandingSubject Persons and their respective successors and permitted assigns, personal representatives, heirs and estates, as the case may be. Except as otherwise provided herein, no assignment or attempted assignment of Neither this Agreement nor any rights hereunder shall be assigned in whole or in part by any interest hereunder will be effective without the written consent of ANPP, New DHC and the Escrow Agent. Any assignment of rights or delegation of duties under this Agreement by a party hereto without the prior written consent of the other parties hereto; provided, if however, that the Purchaser may assign any or all of its rights, obligations and interests hereunder without any such written consent to any Affiliate of the Purchaser or as security for any obligations arising in connection with the Financing Documents. No such transfer and no realization on any collateral resulting from any such transfer shall operate as a waiver of rights against Guarantor or relieve Guarantor of any of its duties or obligations hereunder for any reason, including frustration of subrogation rights. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties (whether written or oral) with respect thereto, including, without limitation, that certain Letter of Intent, dated February 19, 2010, between the Company and Addus HealthCare, Inc., and may not be contradicted or otherwise interpreted by evidence of any such prior or contemporaneous agreement, draft, understanding or representation (whether written or oral). Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS OR PRINCIPLES THEREOF THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. Severability. If any provision or section of this Agreement is required herebydetermined to be void or otherwise unenforceable, it shall not affect the validity or enforceability of any other provisions of this Agreement which shall remain enforceable in accordance with their terms. Counterparts; Facsimile Signatures. This Agreement may be executed in two (2) or more counterparts (delivery of which may be by facsimile or via email as a portable document format (.pdf)), each of which will be void.deemed an original instrument and all of which together shall constitute a single instrument, and it will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one (1) of such counterparts. Cooperation. Without affecting the provisions in Article III, during the term of this Agreement, each party will cooperate with and assist the other parties in taking such acts as may be appropriate to enable all parties to effect compliance with the terms of this Agreement and to carry out the true intent and purposes hereof. Taxes. The Purchaser shall withhold or cause to be withheld from any payments made to the Earn-Out Recipient any Taxes that are required by law to be withheld. Notices. All notices, amendments, waivers or other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, sent by e-mail, sent by facsimile, sent by nationally recognized overnight courier or mailed by registered or certified mail with postage prepaid, return receipt requested, to the parties hereto at the following addresses (or at such other address for a party as shall be specified by like notice): to the Purchaser, to: Addus HealthCare (South Carolina), Inc. c/o Addus HomeCare Corporation 0000 Xxxxx Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxx Facsimile: (000) 000-0000 E-mail: xxxxxxx@xxxxx.xxx with a copy to, which shall not constitute notice, to: Winston & Xxxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxx, Esq. Xxxxxxxx X. Xxxxxx, Esq. Facsimile: 212-294-4700 E-Mail: xxxxxxx@xxxxxxx.xxx; xxxxxxx@xxxxxxx.xxx