Common use of Binding Agreement and Assignment Clause in Contracts

Binding Agreement and Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Either Party, only upon the other Party’s prior written approval, not to be unreasonably withheld, will be permitted to assign rights and delegate the performance of its obligations hereunder to any third party; however, Distributor agrees and acknowledges that Supplier may develop, manufacture and service the Products through third parties, but use of such third parties shall not absolve Supplier from its obligations under this Agreement. For purposes of clarity and without limiting Philips’ right to terminate this Agreement in accordance with Section 16.1(d), Corindus shall have the right to assign this Agreement in connection with a Change of Control of Corindus, subject to Corindus’ compliance with the Stock Purchase Agreement and except for any termination of this Agreement in accordance with Section 16.1(d)