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

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, except that any Buyer may assign to any partnership in which Rainwater, Inc. is the sole managing partner, or to any other member of the Buyer Group, any of Buyer's rights, interests, or obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Article IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties and their respective heirs, legal representatives, permitted successors, and permitted assigns, and by their signatures hereto, each of the Parties intends to and does hereby become bound. Except as otherwise to the extent expressly provided in this Agreement (including the rights of the Investor Group pursuant to Section 6.2(a) and of the Company Group pursuant to Section 6.2(b)), nothing in this Agreement is intended or shall be construed to give any Person other than the Parties and their respective heirs, permitted successors, and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision of this Agreement; provided that only a Party and its successors and permitted assigns will have the right to enforce the provisions of this Agreement on its own behalf or on behalf of any of its related Investor Group or Company Group, neither as applicable (but shall not be obligated to do so). Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto Person without the prior written consent of the other parties, except Parties; provided that any Buyer may assign to any partnership in which Rainwater, Inc. is the sole managing partner, or to any other member of the Buyer Group, any of Buyer's rights, interests, or obligations hereunderCompany may, upon written notice to the other party Parties, assign its rights, interests or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Article IX, nothing in obligations under this Agreement, express in whole or impliedin part, is intended to the Company’s or its Affiliates’ debt financing sources for collateral security purposes; provided, however, that any such assignment shall confer upon not relieve any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies Party of any nature whatsoever under or by reason of this Agreementits obligations hereunder.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other partiesparty, except that any Buyer may assign to any partnership Person in which Rainwater, Inc. Kestrel is the sole managing partnerowner, or to any other member Affiliate of the Buyer GroupBuyer, any of such Buyer's ’s rights, interests, or obligations hereunder, upon notice to the other party or partiesPartnership Parties, but such assignment shall not in any way relieve such Buyer of any of its obligations under this Agreement. Prior to the Closing, any assignee of the an initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Article Section 5.17 (which is expressly intended for the benefit of “Covered Parties,” as defined therein) and ARTICLE IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, except that which consent may be withheld in such party’s sole judgment; provided, however, that, without the consent of any party hereto but upon written notice to Sellers’ Representative, Buyer may shall have the right to assign or otherwise transfer this Agreement or its rights and obligations in whole or in part to any partnership in which Rainwater, Inc. is the sole managing partner, or to any other member of the Buyer Group, any an Affiliate of Buyer's rights, interestsbut no such assignment or other transfer shall relieve Crosstex Energy Services, or L.P. from the obligations of Buyer hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Section 9.3 and Article IXXII, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other partiesparty; provided, except however, that any Buyer upon written notice to GNAC, Sxxxxxxxx may assign all or any portion of Sxxxxxxxx’x rights and obligations under this Agreement to any partnership (i) Rxxx, (ii) GMSP, or (iii) a legal entity controlled by Sxxxxxxxx and in which Rainwater, Inc. is the sole managing partner, or to any other member he holds a majority of the Buyer Groupeconomic interest (each, “Permitted Assignee”), provided that (i) such Permitted Assignee shall assume in writing all of Sxxxxxxxx’x obligations to GNAC, and (ii) notwithstanding such assumption, Sxxxxxxxx shall not be released from any of Buyer's rights, interests, liabilities or obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Article IX, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, interests or obligations hereunder shall be assigned by any either of the parties hereto without the prior written consent of the other partiesparty, except that any that, upon not less than two (2) business days prior notice to Sellers, Buyer may assign to designate any partnership in which Rainwater, Inc. is the sole managing partner, one or to any other member more of the Affiliates of Buyer Group, any of Buyer's rights, interests, or obligations hereunder, upon notice to take title to the other party or parties. Prior to Assets at the Closing, any assignee provided that no such designation shall relieve Buyer of its obligations hereunder and Buyer shall nevertheless execute all related closing documents including the assumption under the Xxxx of Sale and all of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended Primary Ancillary Agreements to accurately reflect the portion of the Securities which it is intended to be purchased by each Buyera party. Except as provided in Article IXX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirspermitted successors, permitted assigns and legal representatives, . Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective permitted successors, and permitted assignsassigns or legal representatives any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by the Purchaser or the Seller to any of the parties hereto person, without the prior written consent of the other partiesparty; provided, except however, that the Seller will not unreasonably withhold its consent to an assignment by Purchaser of its rights and obligations under this Agreement to an affiliate provided further that (i) any Buyer may assign to any partnership in which Rainwater, Inc. is such assignment shall not relieve the sole managing partner, or to any other member Purchaser of the Buyer Group, any of Buyer's rights, interests, or its obligations hereunder, upon notice (ii) such assignment is pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and the applicable laws of any state or other jurisdiction and (iii) such assignee provides representations and covenants to the other party or parties. Prior Seller comparable to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided those contained in Article IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this AgreementSection 4.6.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, except which consent may be withheld in such party’s sole judgment; provided, however, that any Buyer may collaterally assign this Agreement to any partnership sources of financing solely to secure Buyer’s obligations under any credit arrangements entered into in which Rainwater, Inc. is the sole managing partner, connection with this Agreement (and any refinancing or to any other member substitutions thereof). Any assignment in violation of the Buyer Groupforegoing shall be null and void; and provided, any of Buyer's rightsfurther, interests, or obligations hereunder, upon notice to the other party or parties. Prior to that after the Closing, any assignee party hereto may assign its right to receive any benefit hereunder to any of its Affiliates without the consent of the initial Buyer executing this Agreement shallother parties but, upon for the avoidance of doubt, no such assignment, execute this Agreement as a Buyer assignment shall relieve the duties and the provisions of Annex I shall be amended to accurately reflect the portion obligations of the Securities to be purchased by each Buyerassigning party. Except as provided in Article IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other partiesparty; provided, except however, that any upon written notice to GNA, Buyer may assign to all or any partnership in which Rainwater, Inc. is the sole managing partner, or to any other member of the Buyer Group, any portion of Buyer's rightsrights and obligations under this Agreement to a limited partnership of which Buyer is the general partner and holds a majority of the economic interest therein (a "Permitted Assignee") provided that (i) such Permitted Assignee shall assume in writing all of Buyer's obligations to GNA, interestsand (ii) notwithstanding such assumption, Buyer shall not be released from any liabilities or obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Section 6.8 and Article IXX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other partiesparty; provided, except however, that any Buyer upon written notice to GNAC, Rxxx LLC may assign all or any portion of Rxxx LLC’s rights and obligations under this Agreement to any partnership (i) Rxxx, (ii) GMSP, or (iii) a legal entity controlled by Rxxx and in which Rainwater, Inc. is the sole managing partner, or to any other member he holds a majority of the Buyer Groupeconomic interest (each, “Permitted Assignee”), provided that (i) such Permitted Assignee shall assume in writing all of Rxxx LLC’s obligations to GNAC, and (ii) notwithstanding such assumption, neither Rxxx LLC nor Rxxx shall be released from any of Buyer's rights, interests, liabilities or obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Article IX, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither Neither this Agreement nor any of the rights, interests, interests or obligations hereunder shall be assigned (whether by operation of law or otherwise) by any of the parties hereto party without the prior written consent of each of the parties, and any purported assignment without such consent shall be void; provided, however, that Acquirer may assign its rights, interests and obligations under this Agreement to an Affiliate of Acquirer without the prior written consent of any of the other parties, except that any Buyer may assign to any partnership in which Rainwater, Inc. is but no such assignment shall relieve the sole managing partner, or to any other member Acquirer of the Buyer Group, any of Buyer's rights, interests, or its obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Article IX10, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties heretoparties, and their respective heirs, legal representatives, successors, successors and permitted assigns, any rights, benefits, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other partiesparty; provided, except however, that any upon written notice to GNA, Buyer may assign to all -------- or any partnership in which Rainwater, Inc. is the sole managing partner, or to any other member of the Buyer Group, any portion of Buyer's rightsrights and obligations under this Agreement to either (i) a limited partnership of which Buyer is the general partner and holds a majority of the economic interest therein or (ii) ING Pilgrim Capital Corporation for the benefit of Xxxxxx X. Xxxxxxxxx (a "Permitted Assignee") provided that notwithstanding such assumption, interests, Buyer shall not be released from -------- any liabilities or obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Section 6.3(g), Section 6.14 and Article IXX, nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall will be binding upon and inure to the benefit of Sellers, the parties hereto Companies and Buyer and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any of the parties hereto to this Agreement without the prior written consent of the other parties, except that which consent may be withheld in such party’s sole judgment; provided, however, without the consent of Sellers or any Buyer may assign Company (but effective only upon written notice to any partnership in which Rainwater, Inc. is Sellers and the sole managing partner, or to any other member Companies accompanied by a fully executed copy of the assignment), Buyer Groupmay, any without relieving it of Buyer's rights, interests, or its obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing (a) assign this Agreement shall, upon such assignment, execute and its rights and obligations to any one or more Affiliates of Buyer that agree in writing to assume all obligations and liabilities of Buyer under this Agreement as a Buyer and the provisions of Annex I shall be amended and/or (b) collaterally assign this Agreement to accurately reflect the portion of the Securities any Person providing financing to be purchased by each Buyer. Except as provided in Section 8.6 and Article IXXI, nothing in this Agreement, express or implied, is intended to or shall will confer upon any person Person other than the parties heretoto this Agreement, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any either of the parties hereto without the prior written consent of the other partiesparty; provided, except however, that any Buyer upon written notice to GNAC, GMSP may assign all or any portion of GMSP’s rights and obligations under this Agreement to any (i) Rxxx, (ii) Sxxxxxxxx, (iii) partners in GMSP receiving GNAC securities in a distribution by GMSP to its partners or (iv) a limited partnership in of which Rainwater, Inc. GMSP is the sole managing partner, or to any other member general partner and holds a majority of the Buyer Groupeconomic interest therein (each, “Permitted Assignee”), provided that (i) such Permitted Assignee shall assume in writing all of GMSP’s obligations to GNAC, and (ii) notwithstanding such assumption, GMSP shall not be released from any of Buyer's rights, interests, liabilities or obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Article IX, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any person Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement and the Ancillary Agreements shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, legal representatives, successors, successors and permitted assigns. Except as otherwise expressly assigns provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any of the parties hereto without the prior written consent of the other parties, Party except that any Buyer may assign to any partnership in which Rainwater, Inc. is the sole managing partner, or to any other member all of the Buyer Group, any of Buyer's its rights, interests, interests and obligations under this Agreement (i) before or obligations hereunder, upon notice to the other party or parties. Prior to after the Closing, to any assignee Affiliate and (ii) after the Closing, to any Person, provided that, with respect to subsections (i) and (ii), any such Affiliate or Person, as applicable, agrees in writing to be bound by all of the initial terms, conditions and provisions contained in this Agreement, but no such assignment shall relieve Buyer executing of its obligations under this Agreement shall, upon if such assignment, execute this Agreement as a Buyer and assignee does not perform such obligations. Without limiting the provisions of Annex I shall be amended to accurately reflect the portion generality of the Securities foregoing, if requested by Buyer, Sellers agree to cause the Units or any portion thereof at Closing to be purchased by each Buyertransferred to any Person Buyer may direct. Except as provided in Article IXherein, nothing in this Agreement, express or implied, Agreement is intended to or shall confer upon any person Person other than the parties hereto, Parties and their respective heirs, legal representatives, successors, successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, legal representatives, successors, successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interestsinterest, or obligations hereunder shall be assigned by any of the parties hereto Party without the prior written consent of the other partiesParty. Notwithstanding anything herein provided to the contrary, except Sellers acknowledge and agree that Buyer shall have the right to assign all or any Buyer may assign portion of or interest in this Agreement to any partnership in which Rainwater, Inc. is the sole managing partner, or to any other member Affiliate of the Buyer; provided that nothing herein shall relieve Buyer Group, from any of Buyer's rights, interests, or its obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee hereunder and that Buyer unconditionally guarantees performance of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer all actions hereunder and the provisions payment of Annex I shall be amended to accurately reflect the portion of the Securities all amounts required to be purchased by each Buyerpaid hereunder. Except as provided in Article IXXII, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties heretoParties, and their respective heirs, legal representatives, successors, successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Binding Effect; Assignment; No Third Party Benefit. This Agreement shall will be binding upon and inure to the benefit of Sellers, the parties hereto Company and Buyer and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall may be assigned by any of the parties hereto to this Agreement without the prior written consent of the other parties, except which consent may be withheld in such party’s sole judgment; provided, however, that Buyer may, upon prior written notice to Sellers, assign this Agreement and any or all rights or obligations hereunder to an Affiliate of Buyer, provided that such assignment (x) shall not affect any obligations of Xxxxxx Xxxxxx Energy Partner, L.P. pursuant to the Buyer’s Parent Guaranty, (y) will not relieve Buyer may assign to of any partnership obligations under this Agreement, and (z) will not result in which Rainwater, Inc. is the sole managing partner, or to any other member a delay of the Buyer Group, any of Buyer's rights, interests, or obligations hereunder, upon notice to the other party or parties. Prior to the Closing, any assignee of the initial Buyer executing this Agreement shall, upon such assignment, execute this Agreement as a Buyer and the provisions of Annex I shall be amended to accurately reflect the portion of the Securities to be purchased by each Buyer. Except as provided in Section 8.6 and Article IXXI, nothing in this Agreement, express or implied, is intended to or shall will confer upon any person Person other than the parties heretoto this Agreement, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.