Common use of Binding Effect; Assignment; No Third-Party Beneficiaries Clause in Contracts

Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement and all rights hereunder may not be assigned, in whole or in part, directly or indirectly, by any Party except by prior written consent of the other Party, and any purported assignment without such consent shall be null and void; provided, that any Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party (whether by sale, merger or otherwise) so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed. The Parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties and their respective Subsidiaries and this Agreement shall not provide any third-person with any remedy claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement; provided that the provisions of Article VII shall inure to the benefit of each of the Indemnified Persons.

Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement and all rights hereunder may not be assigned, in whole or in part, directly or indirectly, by any Party except by prior written consent of the other Party, and any purported assignment without such consent shall be null and void; provided, that any Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party (whether by sale, merger or otherwise) so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed. The Parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties and their respective Subsidiaries and this Agreement shall not provide any third-person with any remedy claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement; provided that the provisions of Article VII III shall inure to the benefit of each of the Indemnified Persons.

Binding Effect; Assignment; No Third-Party Beneficiaries. This Except as otherwise expressly provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreementherein, this Agreement and all rights and Liabilities hereunder may not be assignedassigned by any party hereto except by the prior written consent of (i) the Sellers Representative, in whole the case of Purchaser, or (ii) Purchaser, in partthe case of any Seller; provided that Purchaser may assign its right to acquire any asset, directly its obligation to pay all or indirectly, by part of the consideration or any Party except by of its other Liabilities to any wholly-owned Subsidiary without the prior written consent of the other Party, and parties hereto if Purchaser agrees to guarantee the performance of any purported assignment without such consent shall be null and void; provided, that any Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party (whether by sale, merger or otherwise) so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the nonwholly-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observedowned Subsidiary. The Parties parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person person other than the Parties and their respective Subsidiaries and this Agreement shall not provide any third-person with any remedy claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreementparties hereto; provided that the provisions of Article ARTICLE VII shall will inure to the benefit of each the Purchaser Indemnified Parties and Seller Indemnified Parties and the provisions of Section 6.13 will inure to the benefit of the Purchaser Indemnified PersonsParties. Any assignment in contravention of this Section 10.08 is null and void.