Common use of Binding Effect; Assignment; Third-Party Beneficiaries Clause in Contracts

Binding Effect; Assignment; 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 contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions of Section 6.9(c), the Company shall have the right to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void, except that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of their Affiliates at any time (provided that such transfer or assignment shall not relieve Parent or Merger Sub of its obligations hereunder or enlarge, alter, or change any obligation of any other party hereto or due to Parent or Merger Sub).

Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a No party to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions Agreement may assign any of Section 6.9(c), the Company shall have the right to enforce the its rights or delegate any of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders its obligations under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted party hereto. Any purported assignment without the required consents or delegation in contravention of this provision shall be null and void. Notwithstanding the foregoing, except that Parent Purchaser may assign any or Merger Sub may transfer or assign all of its rights and under this Agreement to any of its Controlled Affiliates, to its or its Controlled Affiliates’ lenders as collateral security or, after the Closing, to any Person, in each case, without Seller’s consent but with prior notice to Seller; provided that no such assignment by Purchaser shall (i) relieve Purchaser of its obligations under this Agreement, in whole (ii) enlarge or from time to time in part, to one or more of their Affiliates at any time (provided that such transfer or assignment shall not relieve Parent or Merger Sub of its obligations hereunder or enlarge, alter, or change alter any obligation of any other party hereto or due to Parent Purchaser or Merger Sub)its assignees or (iii) be permitted if such assignment would prevent, impair or delay the consummation of the transactions contemplated hereby. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, the Indemnified Persons, the Indemnified Directors and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided that the Commitment Parties shall be third party beneficiaries of, and entitled to enforce, Sections 12.2, 12.5, 12.6, 12.10 and 12.12, and none of such sections shall be amended, modified or supplemented in a manner that is adverse in any respect to a Commitment Party without the prior written consent of such Commitment Party.

Binding Effect; Assignment; 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 Except, from and after the Effective Time, as contemplated by Section 3.1 3.3 (with respect to (i) the Stockholders’ right to receive the Per Share Merger Closing Consideration, the Per Share Escrow Release Amount, the Per Share Representative Escrow Release Amount and the Per Share Positive Adjustment Amount, and (ii) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount (other than with respect to Underwater Options)), and Section 7.7 (which provision is intended to be for the RSU Holders’ right benefit of the Persons referred to receive the RSU Payment Amounttherein and may be enforced by any such Person), nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions of Section 6.9(c), the Company shall have the right to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, except that Parent or however, Parent, Merger Sub and, following the Closing, the Surviving Corporation may transfer (a) assign any or assign all of its rights and obligations under this Agreement, in whole or from time to time in part, interests hereunder to one or more of their its Affiliates at any time and (provided that such transfer b) designate one or assignment shall not relieve Parent or Merger Sub more of its Affiliates to perform its obligations hereunder; provided, further, however, that in any such case, no assignment or delegation of any obligations hereunder shall relieve the assigning party of any its obligations hereunder. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that nothing in this Agreement, whether express or enlargeimplied, altershall create any third party beneficiary or other rights (x) in any employees or former employees of the Company or any of its Subsidiaries, any participant in any Company Benefit Plan, or change any obligation dependent beneficiary thereof or (y) to continued employment with the Company or any of any other party hereto or due to Parent or Merger Sub)its Subsidiaries.

Binding Effect; Assignment; 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 contemplated by Section 3.1 3.3 (with respect to (i) the Stockholders’ right to receive the Per Share Merger Closing Consideration, and (ii) and the right of the Optionholders holding Options other than Out-of-the-Money Options to receive the Closing Option Cancellation Amount), Section 3.4 4.2 (with respect to the Optionholders’ right of the Stockholders and the Optionholders holding Options other than Out-of-the-Money Options to receive the Option Cancellation Per Share Escrow Release Amount and the RSU Holders’ Per Share Positive Adjustment Amount), Section 4.3 (with respect to the right of the Stockholders and the Optionholders holding Options other than Out-of-the-Money Options to receive the RSU Payment Per Share Post-Closing Consideration and the Per Share Unused Representative Expense Amount), Section 7.6, Section 7.8, Section 11.5, and Section 11.10 (each of which provisions is intended to be for the benefit of the Persons referred to therein and may be enforced by any such Person), and except that the Financing Sources shall be third party beneficiaries of clause (ii) of Section 11.4, Section 11.5, this sentence of this Section 11.8, Section 11.10 and Section 11.14, nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions of Section 6.9(c), the Company shall have the right to enforce the rights of the Stockholders, Stockholders and the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company Representative shall have the right, but not the obligation to enforce any rights of the Stockholders, Stockholders or the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, except that Parent however, following the Closing, the Surviving Corporation may (i) assign any or Merger Sub may transfer or assign all of its rights and obligations under this Agreement, in whole or from time to time in part, interests hereunder to one or more of its Affiliates and/or any of their Affiliates at any time Affiliates’ financing sources and (provided that such transfer ii) designate one or assignment shall not relieve Parent or Merger Sub more of its Affiliates to perform its obligations hereunder; provided, further, however, that in any such case, no assignment or delegation of any obligations hereunder shall relieve the assigning party of any its obligations hereunder. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that nothing in this Agreement, whether express or enlargeimplied, altershall create any third party beneficiary or other rights (i) in any employees or former employees of the Company or any of its Subsidiaries, any participant in any Company Benefit Plan, or change any obligation dependent beneficiary thereof or (ii) to continued employment with the Company or any of any other party hereto or due to Parent or Merger Sub)its Subsidiaries.

Binding Effect; Assignment; Third-Party Beneficiaries. This The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assignsassigns of the parties hereto. Any assignment of this Agreement without the written consent of each Series Controlling Party shall be null and void. Each Insurer, if any, shall be an express third party beneficiary of this Agreement, entitled to enforce the provisions hereof as if a party hereto. Except as contemplated by provided in the this Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount)9.9, nothing in this Agreement expressed or implied, shall create be construed to give any Person other than the parties hereto and the parties indicated in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, agreements, representations or provisions contained herein. The parties hereto acknowledge and agree that (i) although this Agreement, the Insurance Agreement(s) and the Back-Up Manager Agreement are separate documents, they are intended to be integrated as one indivisible, non-separable agreement, (ii) the Servicer (and any Successor Servicer) in accepting the servicing role set forth in this Agreement (including but in no way limited to any Successor Servicer assuming the rights and obligations set forth in this Agreement after a bankruptcy of the predecessor Servicer) (and performing certain covenants on behalf of the Co-Issuers under the Indenture) hereby acknowledges and assumes, in partial consideration for its appointment as Servicer under this Agreement, any and all obligations of the Servicer hereunder, any Insurance Agreement and the Back-Up Manager Agreement, (iii) the provisions of the Insurance Agreement(s) shall be deemed to create any third party beneficiary rights be incorporated into this Agreement as if they were set forth herein, (iv) this paragraph is fundamental to their understanding of this Agreement and is not in any person or entity manner severable from the remainder of this Agreement, (v) each Insurer, if any, would not a party have agreed to enter into the relevant Insurance Agreement (without which the transaction contemplated by this Agreement and such Insurance Agreement(s) would not have been entered into) without the benefit of and reliance upon all cross-default provisions contained herein and in any of the other Transaction Documents contemplated hereby (including but in no way limited to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions of Section 6.9(c), (vi) the Company rights, privileges, obligations and liabilities of such parties have been set forth in separate agreements for administrative convenience only, and (vii) it would be inequitable for any party hereto to enjoy the benefits of such single, integrated transaction without also meeting its obligations hereunder, whether such obligations are set forth in this Agreement or any other such agreement. Each Insurer, if any, and its successors and assigns shall have be deemed parties to this Agreement solely for purposes of benefiting from the right to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the any right, but remedy or claim conferred, given or granted to it hereunder and not for the purpose of assuming any obligation hereunder. To the extent that this Agreement confers upon or gives or grants to an Insurer any right, remedy or claim under or by reason of an Insurance Agreement, each Insurer, if any, may enforce any rights of the Stockholderssuch right, the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement remedy or of any rights claim conferred, given or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void, except that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of their Affiliates at any time (provided that such transfer or assignment shall not relieve Parent or Merger Sub of its obligations granted hereunder or enlarge, alter, or change any obligation of any other party hereto or due to Parent or Merger Sub)thereunder.

Binding Effect; Assignment; 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 contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. Notwithstanding anything herein Agreement except as contemplated by Section 3.3 (with respect to the contrary, subject Stockholders’ right to receive the provisions of Section 6.9(cMerger Consideration and the Company’s optionholders’ right to receive the Option Cancellation Amount), Section 7.7, Section 7.9, Sections 7.12, 11.4 and 11.9 (with respect to financing sources under the Company shall have the right Debt Financing) and Section 10.5(d) (with respect to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under this AgreementSpecified Persons). No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, except that Parent or however, Parent, Merger Sub and, following the Closing, the Surviving Corporation may transfer (i) assign any or assign all of its rights and obligations under this Agreement, in whole or from time to time in part, interests hereunder to one or more of its Affiliates and/or any of their Affiliates at any time Affiliates’ financing sources and (provided that such transfer ii) designate one or assignment shall not relieve Parent or Merger Sub more of its Affiliates to perform its obligations hereunder; provided, further, however, that in any such case, no assignment or delegation of any obligations hereunder shall relieve the assigning party of any its obligations hereunder. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that nothing in this Agreement, whether express or enlargeimplied, altershall create any third party beneficiary or other rights (i) in any employees or former employees of the Company or any of its Subsidiaries, any participant in any Company Benefit Plan, or change any obligation dependent beneficiary thereof or (ii) continued employment with the Company or any of any other party hereto or due to Parent or Merger Sub)its Subsidiaries.

Binding Effect; Assignment; 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 contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) ), and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions of Section 6.9(c), the Company shall have the right to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void, except that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of their Affiliates at any time (provided that such transfer or assignment shall not relieve Parent or Merger Sub of its obligations hereunder or enlarge, alter, alter or change any obligation of any other party hereto or due to Parent or Merger Sub).

Binding Effect; Assignment; 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 contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party to this Agreement. Notwithstanding anything herein to the contraryAgreement except (i) as contemplated by Section 7.10, subject to the provisions of Section 6.9(c), the Company shall have the right to enforce (ii) the rights of the Stockholders, the Optionholders Stockholders and the RSU Holders holders of Company Options to pursue damages receive the consideration for their Company Stock and Company Options, respectively, at or following the Effective Time in accordance with Article III, and (iii) the event right of Parent’s or Merger Sub’s willful and material breach of this Agreement. In additionthe Company, the Company shall have the right, but not the obligation to enforce any rights on behalf of the Stockholders, to pursue damages for any RMG Party’s breach of this Agreement or fraud that results in the Optionholders and Company’s termination of this Agreement pursuant to Section 4.2(e) or in connection with RMG’s breach of this Agreement as contemplated in the RSU Holders under this Agreementfirst proviso of Section 4.4. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, except however, that Parent any RMG Party may (i) assign any or Merger Sub may transfer or assign all of its rights and obligations under this Agreement, in whole or from time to time in part, interests hereunder to one or more of their Affiliates at its direct or indirect wholly-owned Subsidiaries or to any time lender as collateral security, including to any of the Persons set forth on Schedule 10.8 in connection with the Debt Financing, and (provided ii) designate one or more of its direct or indirect wholly-owned Subsidiaries to perform its obligations hereunder; provided, further, however, that in any such transfer or assignment case, such RMG Party shall not relieve Parent or Merger Sub remain responsible for the performance of all of its obligations hereunder or enlarge, alter, or change any obligation of any other party hereto or due to Parent or Merger Sub)hereunder.

Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the parties Parties and their respective successors and permitted assigns. Except as contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing in Neither Party shall assign any of its rights or delegate any of its duties under this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions of Section 6.9(c), the Company shall have the right to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), ) without the prior written consent of the other parties hereto and any attempted GTI (in case of Buyer) or of Buyer (in case of GTI, SNC or UCAR Holdings). Any assignment of rights or delegation of duties under this Agreement by a Party without the prior written consent of another Party, if such consent is required consents hereby, shall be void. No Person (including any Employee), except that Parent other than a member of the Buyer Group or Merger Sub may transfer the Seller Group as provided in the next sentence, shall be, or be deemed to be, a third party beneficiary of this Agreement. Each member of the Buyer Group and Seller Group is intended to be a third party beneficiary of Article 9, but subject to the provisions of Sections 11.14 and 11.20. Notwithstanding anything contained herein to the contrary, (a) each Party shall have the right to assign its rights and obligations under this AgreementAgreement (i) as collateral security for any credit or financing extended to, in whole or from time to time in partindebtedness incurred by, to one it or more any of their Affiliates at any time (provided its Affiliates; provided, however, that such transfer assignment is effected only for security purposes and this clause (i) shall not permit any foreclosure or other execution on such assignment, and (ii) to any acquirer of a majority of the businesses or assets of it and its subsidiaries, taken as a whole; provided, however, that such acquirer shall have executed an assumption agreement assuming all of the assigning Party’s obligations hereunder in a manner reasonably satisfactory to the non-assigning Parties, and (b) Buyer shall have the right to assign this Agreement to any of its subsidiaries, following written notice given to GTI at least 30 days in advance. No such assignment shall not relieve Parent or Merger Sub the assignor of its obligations hereunder or enlargehereunder, alternor shall any such assignment modify in any way, or change any obligation of otherwise adversely affect, any other party hereto Party’s rights or due to Parent or Merger Sub)obligations hereunder.

Binding Effect; Assignment; Third-Party Beneficiaries. This No assignment of this Agreement or of any rights or obligations hereunder may be made by any RHP Party without the prior written consent of Purchaser, and no assignment of this Agreement or any rights or obligations hereunder may be made by Purchaser or Purchaser Guarantor without the prior written consent of the Company, except that Purchaser or Purchaser Guarantor may transfer or assign its rights and obligations under this Agreement, in whole but not in part, to any of its Affiliates (provided that no such transfer or assignment shall relieve Purchaser or Purchaser Guarantor, respectively, of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Purchaser or Purchaser Guarantor, respectively). Any attempted assignment without the required consent shall be void. No assignment of any obligations hereunder shall relieve the assigning party of any such obligations or of any liability for any breach by such party or its assignee of any such obligations. Subject to the foregoing, this Agreement will apply to, be binding upon in all respects upon, and inure to the benefit of the parties and their respective successors and permitted assignsassigns of the parties. Except as contemplated by set forth in Article VIII or Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount)10.13, nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement. Notwithstanding anything herein to the contrary; provided, subject to the provisions of Section 6.9(c)however, the Company shall have the right to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents Financing Sources shall be voidintended third party beneficiaries of, except that Parent or Merger Sub and may transfer or assign its rights enforce, Section 10.7, this Section 10.10, Section 10.5 and obligations under this Agreement, in whole or from time to time in part, to one or more of their Affiliates at any time (provided that such transfer or assignment shall not relieve Parent or Merger Sub of its obligations hereunder or enlarge, alter, or change any obligation of any other party hereto or due to Parent or Merger Sub)Section 10.15.

Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon upon, and shall inure solely to the benefit of, each of the parties hereto, and each of their respective heirs, executors, administrators, successors and permitted assigns. Except as contemplated , and no other person shall acquire or have any right under or by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions of Section 6.9(c), the Company shall have the right to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach virtue of this Agreement. In addition, except that PUB and the Trustee are expressly made third party beneficiaries of this Agreement, with full right to enforce, all of the covenants, agreements, representations and warranties of the Purchaser and the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under contained in this Agreement. No assignment party may assign any of this Agreement or of any its rights or obligations hereunder may be made by to any party, directly other person or indirectly (by operation of Law or otherwise), entity without the prior written consent of the other parties hereto party. The Company and any attempted assignment Purchaser understand and acknowledge that PUB is entering into the Merger Agreement and the Trustee is entering into the CVAS Agreement (as such terms are defined in the Merger Agreement) in reliance upon the Company's and the Purchaser's obligations and commitments under this Agreement as well as those of the other Share Purchasers under the other Purchase Agreements. The Company and the Purchaser agree that, without the required consents shall be voidprior written consent of PUB and the Trustee, except they will not modify, amend or waive any provision of this Agreement if and to the extent that Parent such modification, amendment or Merger Sub may transfer or assign its rights waiver would adversely affect in any respect the Company's obligation to deliver, and obligations under the Purchaser's obligation to purchase and pay for, the Shares in accordance with the terms of this Agreement, in whole or from time to time in part, to one or more any of their Affiliates at any time (provided that such transfer or assignment shall not relieve Parent or the Company's obligations under the Merger Sub of its obligations hereunder or enlarge, alter, or change any obligation of any other party hereto or due to Parent or Merger Sub)Agreement.

Binding Effect; Assignment; 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 contemplated by Section 3.1 2.6 (with respect to the Stockholders’ right and the Warrant Holders’ rights to receive the Per Share Merger Consideration) and merger consideration described therein), Section 3.4 2.8 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Settlement Amount), and Sections 5.7, 5.11, 5.13, 5.15, 5.16, 9.4 and 9.14 (each of which provisions is intended to be for the benefit of the Persons referred to therein and may be enforced by any such Person), and except for rights of the Debt Financing Sources, each of which is an intended third party beneficiary of the rights set forth in Sections 9.4, 9.5, 9.6(b), this Section 9.9 and Section 9.11, nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement. Notwithstanding anything herein to the contrary, subject prior to the provisions of Section 6.9(c)Closing, the Company shall have the right to enforce the rights of the Original Stockholders, the Warrant Holders, the Optionholders and the RSU Holders to pursue damages in the event of ParentBuyer’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law law or otherwise), without the prior written consent of the other parties hereto hereto, and any attempted assignment without the required consents shall be void, except that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of their Affiliates at any time (provided that such transfer or assignment shall not relieve Parent or Merger Sub of its obligations hereunder or enlarge, alter, or change any obligation of any other party hereto or due to Parent or Merger Sub).

Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the parties Parties and their respective permitted successors and permitted assigns. Except as contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing in No Party shall assign any of its rights or delegate any of its duties under this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. Notwithstanding anything herein to the contrary, subject to the provisions of Section 6.9(c), the Company shall have the right to enforce the rights of the Stockholders, the Optionholders and the RSU Holders to pursue damages in the event of Parent’s or Merger Sub’s willful and material breach of this Agreement. In addition, the Company shall have the right, but not the obligation to enforce any rights of the Stockholders, the Optionholders and the RSU Holders under this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of Law or otherwise) without the prior written consent of GTI (in the case of Buyer or any Affiliate thereof (including Xxxxxxx Xxxxxx), ) or Buyer (in the case of GTI or any Affiliate thereof (including UCAR)). Any assignment of rights or delegation of duties under this Agreement by a Party without the prior written consent of the other parties hereto and any attempted assignment without the Parties, if such consent is required consents hereby, shall be void. No Person, except that Parent other than a member of the Buyer Group or Merger Sub may transfer the Seller Group, shall be, or be deemed to be, a third party beneficiary of this Agreement. Notwithstanding anything contained herein to the contrary, Xxxxxxx Xxxxxx shall have the right to assign its rights and delegate its obligations under this Agreement to (i) any wholly-owned Affiliate of Alcan Inc., Buyer’s and Xxxxxxx Xxxxxx’x ultimate parent entity; or (ii) a third party acquiring all or substantially all of Xxxxxxx Xxxxxx’x Continuing Business, in all cases following five (5) days’ advance written notice given to GTI. Except in the case of a third party acquiring all or substantially all of the Continuing Business, no such assignment or delegation shall relieve the assignor or delegator of its obligations hereunder. It is understood that in the event of a sale of all or part of the entities within the Seller Group that are granting licensing rights hereunder, the licenses to Xxxxxxx Xxxxxx shall survive such sale. Notwithstanding anything contained herein to the contrary, GTI shall have the right to assign its rights under this Agreement, in whole by operation of Law or from time to time in partotherwise as collateral security for any credit or financing extended to, to one or more indebtedness incurred by, GTI or any of their Affiliates at any time (provided its Affiliates; provided, however, that such transfer or assignment is effected only for security purposes and shall not relieve Parent permit any foreclosure or Merger Sub of its obligations hereunder or enlarge, alter, or change any obligation of any other party hereto or due to Parent or Merger Sub)execution on such assignment.