Common use of Binding Agreement; Successors and Assigns Clause in Contracts

Binding Agreement; Successors and Assigns. (a) Subject to the limitations set forth in this Section 8.3, the terms, conditions and obligations of this Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors and assigns thereof. Neither this Agreement nor any rights or obligations hereunder may be sold, assigned, hypothecated or otherwise transferred in whole or in part by any Party, by operation of law or otherwise, without the prior written consent of Purchaser and Seller (unless Seller becomes subject to a Bankruptcy Event, in which case Seller’s consent shall not be required); provided, however, that without the applicable prior written consent the following shall be permitted: (b) Seller may assign this Agreement upon written notice to Purchaser to an Affiliate or in connection with a sale or transfer of all or substantially all of Seller’s business or assets to which this Agreement relates, whether by way of merger, consolidation, sale of stock, sale of assets or other business combination; provided, that: (i) Seller reasonably believes that, following such assignment, such assignee will have resources and expertise sufficient to perform all of Seller’s obligations hereunder; (ii) if any such sale or transfer transaction results in an assignment of Seller’s interest in this Agreement to a legal entity other than Seller, the assignee also agrees in writing to assume all such obligations of Seller, including without limitation Seller’s obligations under Article 4; (iii) Seller shall indemnify Purchaser for any Taxes that are both (A) required to be withheld from Seller’s payments to Purchaser under this Agreement, and (B) are in the aggregate in excess of the Tax amounts, if any, that would otherwise have been required to be withheld from such payments in the absence of such assignment; (iv) following such assignment, Seller shall remain liable to Purchaser for all of Seller’s obligations hereunder arising prior to such assignment; and (v) after giving effect to such assignment, Purchaser shall continue to have a first priority security interest in all Accounts and all Tort Claims, or ownership of the Purchased Receivables, and, if such assignment effects a change in the legal entity that is Seller under this Agreement, the assignee shall execute such reasonable documents as Purchaser may request to confirm such continued first priority security interest or ownership interest. (c) After the Permitted Purchaser Assignment Date, Purchaser may assign this Agreement, upon written notice to Seller, to an Affiliate or in connection with a sale or transfer of all or substantially all of Purchaser’s business or assets to which this Agreement relates, whether by way of merger, consolidation, sale of stock, sale of assets or other business combination; provided, that (i) any such assignment is permitted under Applicable Laws, including any applicable securities laws, (ii) such assignee has resources necessary to perform Purchaser’s obligations hereunder, and (iii) in the case of any such sale or transfer transaction that results in an assignment of Purchaser’s interest in this Agreement to a legal

Binding Agreement; Successors and Assigns. (a) Subject to the limitations set forth in this Section 8.39.3, the terms, conditions and obligations of this Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors and assigns thereof. Neither this Agreement nor any rights or obligations hereunder may be sold, assigned, hypothecated or otherwise transferred in whole or in part by any Party, by operation of law or otherwise, without the prior written consent of Purchaser and Seller (unless Seller becomes subject to a Bankruptcy Event, in which case Seller’s consent shall not be required)the other Party; provided, however, that without the applicable prior written consent the following shall be permitted: (b) Seller may assign this Agreement upon written notice to Purchaser to an Affiliate or in connection with a sale or transfer of all or substantially all of Seller’s business or assets to which this Agreement relates, whether by way of merger, consolidation, sale of stock, sale of assets or other business combination; provided, that: provided that (i) Seller reasonably believes that, following such assignment, such assignee will have resources and expertise sufficient comparable to or greater than those of Seller such that such assignee will be able to perform all of Seller’s obligations hereunder; , (ii) if any such sale or transfer transaction results in an assignment of Seller’s interest in this Agreement to a legal entity other than Seller, the assignee also agrees in writing to assume all such obligations of Seller, including without limitation Seller’s obligations under Article 4; Section 5, (iii) Seller shall indemnify Purchaser for any Taxes that are both (A) required to be withheld from Seller’s payments to Purchaser under this Agreement, and (B) are in the aggregate in excess of the Tax amounts, if any, that would otherwise have been required to be withheld from such payments in the absence of such assignment; ; (iv) following such assignment, Seller shall remain liable to Purchaser for all of Seller’s obligations hereunder arising prior to such assignment; and hereunder, and (v) after giving effect to such assignment, Purchaser shall continue to have a first priority security interest in all Accounts and all Tort Claims, or ownership of the Purchased ReceivablesReceivables and a first priority security interest in the Additional Collateral, and, if such assignment effects a change in the legal entity that is Seller under this Agreement, the assignee shall execute such reasonable documents as Purchaser may request to confirm such continued first priority security interest in or ownership interestof the Purchased Receivables and continued first priority security interest in the Additional Collateral. (c) After the Permitted Purchaser Assignment Date, Purchaser may assign this Agreement, upon written notice to Seller, to an Affiliate or in connection with a sale or transfer of all or substantially all of Purchaser’s business or assets to which this Agreement relates, whether by way of merger, consolidation, sale of stock, sale of assets or other business combination; provided, provided that (i) any such assignee does not, at the time of such transaction, have a material interest in a product or product candidate competitive with Products, (ii) any such assignment is permitted under Applicable Laws, including any applicable securities laws, (iiiii) such assignee has resources necessary to perform Purchaser’s obligations hereunder, and (iiiiv) in the case of any such sale or transfer transaction that results in an assignment of Purchaser’s interest in this Agreement to a legallegal entity other than Purchaser, the assignee also agrees in writing to assume all such obligations of Purchaser. “Permitted Purchaser Assignment Date” means the first to occur of (i) a Change of Control of Seller, (ii) the Third Closing Date, or (iii) the date upon which Purchaser’s right to fund the Third Tranche terminates under Section 1.8.