Common use of Binding Effect; Benefit; Assignment Clause in Contracts

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSub.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.037.05, shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7.036.07 and in Section 7.05, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) (A) one or more of their Affiliates at any time time, and (B) any Parent Financing sources pursuant to the terms of the applicable Definitive Debt Documents (to the extent necessary for purposes of creating a security interest herein or otherwise assigning as collateral in respect of any Parent Financing), and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary. Any purported assignment, delegation or transfer not permitted by this Section 11.06(b) is null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding ; provided, however, that the foregoing, each Debt Financing source shall Sources will be an express third party beneficiary with respect to beneficiaries of Section 10.02(b10.03(d), Section 10.03(e), Section 10.03(g), Section 10.04, Section 11.03, Section 11.08 and this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party heretoParties, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, at any time to one (i1) one or more of their its Affiliates at or (2) any time Financing Source pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing and (ii3) after the Effective Acceptance Time, to any Person; provided provided, in each case, that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or under the Offer, enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.037.02 and Section 11.10, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.037.02 and Section 11.10, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, ; provided that nothing in this Section 11.06, 11.06(a) shall limit the right of the Company to seek damages as contemplated by Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”)10.02. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more in the case of their Affiliates at Merger Subsidiary, to any time other wholly-owned Subsidiary of Parent that is organized under the laws of Missouri and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. Except for (or as provided in in) Article 2 (following the Effective Time), Section 6.05, Section 7.03, Section 11.04, Section 11.14, Section 11.15, Section 11.16, and Section 11.17, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding ; provided, the foregoingDebt/Preferred Equity Financing Entities are express third-party beneficiaries of, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b)and may enforce, Section 11.03, any of the provisions of this Agreement reflecting the agreements in this Section 11.06, Section 11.08(b11.03, Section 11.04(c), Section 11.09 11.04(e), Section 11.04(f) (solely with respect to the Debt/Preferred Equity Financing Entities), Section 11.11, Section 11.14 and Section 11.13(iii) (the “DFS Provisions”)11.15. (b) No party may assign, delegate or otherwise transfer transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub may transfer or assign its rights and obligations . Any purported assignment not permitted under this Agreement, in whole or from time to time in part, to (iSection 11.06(b) one or more of their Affiliates at any time shall be null and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubvoid.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. Except as provided in Article 3, Section 7.038.02 and Section 12.04(e), no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding ; provided, however, that the foregoing, each Debt Financing source Sources shall be an express third party beneficiary beneficiaries with respect to Section 10.02(b12.03(a), Section 11.0312.04(e), this Section 11.0612.06, Section 11.08(b)12.07, Section 11.09 12.08 and Section 11.13(iii) (the “DFS Provisions”)12.09. (b) No party may assign, delegate or otherwise transfer transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their its Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubhereto. Any purported assignment not permitted under this Section 12.06(b) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03, and no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding ; provided that the foregoingIndemnified Persons are third party beneficiaries of, each Debt Financing source and shall be an express entitled to enforce, Section 7.03 and the Financing sources are third party beneficiary with respect beneficiaries of, and shall be entitled to Section 10.02(b)enforce, Section 11.03, this Section 11.04(b)(iv), Section 11.06, Section 11.08(b)11.07, Section 11.08, Section 11.09 and Section 11.13(iii) 11.13 (the “DFS Provisions”in each case it being understood that they are not intended to be third party beneficiaries of, and shall have no right to enforce, any other provision of this Merger Agreement). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and time, (ii) after the Effective Time, to any PersonPerson and (iii) after the Effective Time, to the Debt Financing Sources as collateral security; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.037.04, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as assigns and, to the extent provided in Section 7.03the immediately succeeding sentence, no the Financing Parties. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding , except (i) as provided in Section 7.04, (ii) for the foregoingrights of the Financing Parties as provided in Section 11.08(c), each Debt (iii) that the Financing source shall be an Parties are hereby made express third party beneficiary with respect to beneficiaries of Section 10.02(b11.03(c), this Section 11.06(a), Section 11.03, this Section 11.0611.07, Section 11.08(b11.08(a), Section 11.09 11.09, Section 11.13 and Section 11.13(iii) (the “DFS Provisions”)11.14. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. Except as provided in Articles 2 and 11 and Section 7.037.04, Section 8.12, Section 10.03, Section 14.02, Section 14.03 and Section 14.12(d), no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities Liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign all (but not less than all) of its rights and obligations under this Agreement, in whole or from time Agreement to time in part, to (i) one or more of their Affiliates its wholly owned Subsidiaries at any time and (ii) after the Effective Time, to any Persontime; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary. Any purported assignment not permitted under this Section 14.05(b) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.038.04 and this Section 12.06, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.038.04 and this Section 12.06, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, each Debt Financing source the provisions of Sections 12.08(b) and 12.09 shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 enforceable by each Financing Source and Section 11.13(iii) (the “DFS Provisions”)its successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Personperson; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Sub.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03with respect to Sections 7.05, 9.03(j), 10.07 (to the extent relating to the Debt Commitment Letters or Financing Sources), 10.08(b) and 10.09, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that that, after the Effective Time, Parent or MergerSub Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Ultimate Parent, Parent or MergerSub Merger Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Ultimate Parent, Parent or MergerSubMerger Sub. Any purported assignment in violation of this Section 10.06(b) shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in, and subject to, Section 7.06, Section 10.02 and Article 11 (including the provisions that limit the circumstances in Section 7.03which a non-party may make a claim), no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding For the foregoingavoidance of doubt, each Debt Financing source shall be an express nothing in Section 7.04 is intended to create any third party beneficiary with respect rights, benefits, remedies, obligations or liabilities under any of the provisions referred to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (in the “DFS Provisions”)preceding sentence. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary; provided further, that no such assignment shall adversely affect the Company (prior to the Effective Time) or the Stockholders.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. Except as provided in Article 2 and Section 7.03, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign all (but not less than all) of its rights and obligations under this Agreement, in whole or from time Agreement to time in part, to (i) one or more of their Affiliates its wholly-owned Subsidiaries at any time and (ii) after Parent may transfer the Effective Timeshares of capital stock of Merger Subsidiary to one of its wholly-owned, to direct or indirect, Subsidiaries at any Persontime; provided provided, that no such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary. Any purported assignment not permitted under this Section 11.06(b) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7.03with respect to Sections 3.05(h)(v), 6.09 and Article 11, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that that, subject to Section 3.05(h)(v), (i) Parent may assign all of its rights and obligations hereunder to the surviving corporation in the Explorer Merger, and (ii) Issuer, Parent or MergerSub Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (ix) one or more of their Affiliates at any time and (iiy) after the Effective Time, to any Person; provided that such transfer or assignment under this clause (ii) shall not relieve Issuer, Parent or MergerSub Merger Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Issuer, Parent or MergerSubMerger Sub.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, each Debt Financing source following the Effective Time, the provisions of Sections 2.02, 2.03 and 2.06 shall be an express third party beneficiary with respect enforceable by each holder of a Company Share outstanding at the Effective Time that was transferred to Acquiror pursuant to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”)2.02. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Acquiror may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub Acquiror of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubAcquiror.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03, and no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding ; provided that the foregoingIndemnified Persons are third party beneficiaries of, each Debt Financing source and shall be an express entitled to enforce, ‎Section 7.03 and the Financing sources are third party beneficiary with respect beneficiaries of, and shall be entitled to Section 10.02(benforce, ‎Section 11.03, ‎Section 11.04(b)(iv), Section 11.03, this Section ‎Section 11.06, Section 11.08(b)‎Section 11.07, Section ‎Section 11.08, ‎Section 11.09 and Section 11.13(iii) ‎Section 11.13 (the “DFS Provisions”in each case it being understood that they are not intended to be third party beneficiaries of, and shall have no right to enforce, any other provision of this Merger Agreement). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and time, (ii) after the Effective Time, to any PersonPerson and (iii) after the Effective Time, to the Debt Financing Sources as collateral security; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than (i) the parties hereto and their respective successors and assigns. Notwithstanding assigns and (ii) the foregoing, each Debt Financing source Sources, who shall be an express third party beneficiary with respect to Section 10.02(bbeneficiaries of Sections 9.02(b), Section 11.03, this Section 11.06, Section 11.08(b10.03(e), Section 11.09 10.04, 10.06, 10.08 and Section 11.13(iii) (the “DFS Provisions”)10.09. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of each other party hereto, except that Parent or MergerSub Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and time, (ii) after the Effective Time, to any PersonPerson and/or (iii) pledge its rights hereunder as security to its Debt Financing Source; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Sub.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03, and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding ; provided, that the foregoing, each Debt Financing source D&O Indemnitees shall be an express third party beneficiary beneficiaries of Section 6.05. In addition, the Financing Sources shall be deemed to be third party beneficiaries with respect to Section 10.02(b)9.02, the proviso to Section 10.04, Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 10.08 and Section 11.13(iii) (10.09 and will have the “DFS Provisions”)rights provided for therein. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of each other party hereto, except that Parent or MergerSub Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and and/or (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Sub.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.03‎Section 2.08(a) and ‎‎Section 7.01, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.03‎Section 2.08(a) and ‎‎Section 7.01, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, each Debt Financing source shall be an express third party beneficiary with respect to Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b), Section 11.09 and Section 11.13(iii) (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubMerger Subsidiary. (c) Notwithstanding the foregoing, each Debt Financing Source shall be an express third party beneficiary with respect to ‎Section 12.02, ‎Section 14.02(c), this ‎Section 14.05(c), ‎Section 14.07(b), ‎Section 14.08 and ‎Section 14.12 (the “DFS Provisions”).

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.037.02, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Section 7.037.02, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, (i) the Parent Related Parties shall be express third party beneficiaries with respect to Section 10.02(b), this Section 11.06, Section 11.07, Section 11.08 and Section 11.09 and (ii) each Debt Financing source Source Related Party shall be an express third party beneficiary with respect to Section 10.01(d)(ii), Section 10.02(b), Section 11.03, this Section 11.06, Section 11.08(b)11.07, Section 11.09 11.08(b) and Section 11.13(iii) 11.09 (the “DFS Provisions”). (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent or MergerSub and Merger Sub may transfer or assign its their respective rights and obligations under this AgreementAgreement as collateral to the applicable Debt Financing Sources in connection with the Debt Financing. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns. Any attempted assignment in whole or from time to time in part, to (i) one or more violation of their Affiliates at any time this Section 11.06 shall be null and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or MergerSub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or MergerSubvoid.