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 7.07, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion. (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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto Parties and their respective successors and assigns. This , and no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remediesParties and their respective successors and assigns, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s than: (i) intentional and willful failure to fulfill a condition with respect to the performance provisions of Section 7.05 which shall inure to the benefit of the obligations of any other persons or entities benefiting therefrom who are intended to be third-party hereunderbeneficiaries thereof, (ii) failure at and after the Effective Time, the rights of the former holders of Company Common Shares to perform a covenant hereof or receive the Merger Consideration in accordance with the terms and conditions of this Agreement, in each case, in accordance with the terms and conditions of this Agreement, and (iii) willful the Financing Sources with respect to the provisions of Section 11.03, this Section 11.06 and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionSection 11.15. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party heretoParty, except that Parent or 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) Person after the Effective TimeClosing, and HoldCo and Merger Sub each may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to any Person; other wholly owned Subsidiary of Parent; provided that such transfer or assignment shall not (i) relieve Parent Parent, HoldCo or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto Party or due to Parent Parent, HoldCo or Merger SubsidiarySub or (ii) materially delay the consummation of the Merger or any of the other Transactions.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto Parties and their respective successors and assigns. This Except as provided under this Agreement, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns. (b) Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party hereto (other than to an Affiliate of the Party) without the prior written consent of the other Party hereto (which consent shall not be unreasonably withheld) and any attempt to do so will be void; provided, however, that after the Closing, such prior written consent will not be required with respect to any assignment by any Party (a) to an Affiliate of such Party so long as such Party remains bound by the terms hereof, or (b) in connection with a reorganization, merger, statutory share exchange, consolidation or similar change of control transaction involving the Seller or sale or transfer of all or substantially all of the assets of Seller, or, in the case of Purchaser, a sale or transfer, regardless of form, involving all or substantially all of the assets associated with the Product Business. Except with respect to Section 8.14(a) of this Agreement which shall not apply to non-affiliated successors or assigns of Seller, and except with respect to Section 8.14(b) of this Agreement which shall not apply to non-affiliated successors or assigns of Purchaser, Parent and Opco, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns. For the avoidance of doubt, all obligations pursuant to Section 8.14(a) shall automatically and immediately terminate and cease to be enforceable against any non-affiliated successor or assign of Seller and all obligations pursuant to Section 8.14(b) shall automatically and immediately terminate and cease to be enforceable against any non-affiliated successor of Parent, Purchaser or Opco. Any attempt to assign this Agreement in violation of this Section 10.8(b) shall be void. Subject to this Section 10.8(b), any permitted assignee shall assume all obligations of its assignor under this Agreement pursuant to a written instrument reasonably acceptable to the other Parties. In addition, nothing in this Agreement shall preclude Purchaser from providing its lenders with a security interest in its rights under this Agreement in accordance with the terms of their security and collateral agreements in connection with any credit facility provided by such lenders to Purchaser or preclude such lenders from foreclosing upon such security interest in accordance with the terms of such security and collateral agreements (including, without limitation, by means of the sale of the assets or stock of Purchaser to a Third Party including Purchaser’s rights and responsibilities under this Agreement), and any such action by such lenders shall not be deemed to be a change of control for purposes of this Agreement. (c) Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties Parties and their respective successors and permitted assigns any rights right, benefit or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations remedy of any other party hereunder, (ii) failure to perform a covenant hereof nature whatsoever under or (iii) willful and material breach by reason of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion. (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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.077.03, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Section 7.03 and for the provisions of Article 2 (including, for the avoidance of doubt, the right of former holders of Company equity securities to receive the consideration to which they are entitled under Article 2), no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as hereto and their respective successors and assigns. It is specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, intended that the rights granted pursuant to clause (b) above shall be enforceable on behalf Indemnified Persons are third party beneficiaries of holders of Company Stock only by the Company in its sole and absolute discretionSection 7.03. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that prior to the time that the Proxy Statement/Prospectus is mailed to the Company’s stockholders, Parent may designate, by written notice to the Company, another wholly owned Subsidiary in lieu of Merger Sub, in which event all references herein to Merger Sub shall be deemed references to such other Subsidiary and all representations and warranties made herein with respect to Merger Sub shall be deemed representations and warranties with respect to such other Subsidiary as of the date of such designation; provided that any such assignment or designation shall not and would not reasonably be expected to impede or delay the consummation of the Merger Subsidiary may transfer or assign its the other transactions contemplated hereby or otherwise materially impair or impede the rights and obligations of the Company’s stockholders under this Agreement. Any purported assignment, delegation or other transfer in whole or from time to time in part, to (i) one or more violation of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment this Section 11.06 shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiarybe void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure solely to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person hereto; other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s than: (i) intentional and willful failure only following the First Effective Time, each holder of shares of Company Common Stock or Company Equity Awards shall have the right, which shall be enforceable by each such holder, to fulfill a condition receive, as applicable, (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Article II, (x) the performance Merger Consideration in respect of Company Stock Options pursuant to Section 2.07(a), (y) the Merger Consideration or Assumed RSU Awards, as applicable, in respect of the obligations Company RSU Awards pursuant to Section 2.07(b), and/or (z) the Assumed PSU Awards in respect of any other party hereunderthe Company PSU Awards pursuant to Section 2.07(b), (ii) failure only following the First Effective Time, each D&O Indemnified Party shall have the right to perform a covenant hereof or enforce the provisions of Section 7.04, and (iii) willful each of the Financing Sources shall have the right to enforce the provisions of Section 10.03(i), Section 11.03(b), this Section 11.06(a), Section 11.07, Section 11.08(b) and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionSection 11.09. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or 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 its wholly owned Subsidiaries at any time and (ii) or any other Person after the Effective TimeClosing; provided, to any Person; provided that such transfer or assignment by Parent shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, otherwise alter or change any obligation of any other party hereto or due to Parent delay the consummation of the Mergers or Merger Subsidiaryany of the other transactions contemplated hereby.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure solely to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended hereto, except for: (i) only following the Effective Time, the right of (x) the Company’s stockholders to confer upon any Person other than receive the parties any rights or remedies, other than (a) as specifically provided Merger Consideration in respect of shares of Company Common Stock pursuant to Section 7.07 and Section 10.02 2.03 and (by) the holders of Company Equity Awards to receive, as applicable, Assumed Stock Options, Assumed RSU Awards or Assumed PSU Awards pursuant to ‎Section 2.05, (ii) the right of the CompanyCompany Indemnified Parties to enforce the provisions of ‎Section 7.04, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach the right of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that TD Bank as an express third-party beneficiary to enforce the rights granted pursuant provisions of ‎Section 8.10(a) to clause (b‎Section 8.10(c) above shall be enforceable on behalf of holders of Company Stock only by to the Company in its sole and absolute discretionextent related to TD Bank. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or 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) Person after the Effective TimeClosing, and Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to any Personother wholly owned Subsidiary of Parent, which Subsidiary shall be a Delaware corporation; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySub.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon andupon, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto, the respective heirs, executors, administrators, personal representatives, successors and permitted assigns of each of the parties hereto. 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. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than (a) except as specifically otherwise provided in Section 7.07 14.02(a) and the proviso to Section 10.02 and 14.02(a) (b) which are intended to be for the right benefit of the CompanyPersons identified therein). Notwithstanding the foregoing, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition the indemnified Persons (in accordance with Section 7.06) shall be third party beneficiaries to the performance of the covenants and obligations of any other party hereunder, set forth in Section 7.06; and (ii) failure to perform a covenant hereof or the Members, Management Sellers and their Affiliates, and Members’ Counsel (iiiincluding their partners and employees) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf third party beneficiaries of holders Section 14.13. Any assignment in violation of Company Stock only by the Company in its sole this Agreement shall be null and absolute discretionvoid ab initio. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (including any rights with respect to all or any portion of an Earn-Out Amount) without the consent of each other party hereto, except provided that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) Parent and Parent Merger Sub may assign any or all of their respective rights, interests and obligations hereunder to one or more wholly-owned direct or indirect subsidiaries of their Affiliates at any time and The Madison Square Garden Company (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder hereunder) and (ii) each Member may assign any or enlargeall of his, alter her or change its respective rights with respect to all or any obligation portion of the Earn-Out Amounts due and payable to such Member (A) with respect to any other party hereto Member that is an individual: (1) to a trust solely for the benefit of such individual or due the members of such individual’s immediate family with such individual acting as trustee of such trust and retaining control thereunder for so long as such individual is physically able; or (2) to Parent an entity that is owned solely by such individual and the members of such individual’s immediate family with such individual retaining authority to appoint all of the directors (or Merger Subsidiarypersons serving in a similar capacity) for so long as such individual is physically able or (B) to any wholly-owned Affiliate.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon andupon, except as provided in Section 7.07, shall inure solely to the benefit of the parties and be enforceable by each party hereto and their respective permitted successors and assigns. This Agreement Nothing in this Agreement, express or implied is not intended to or shall confer upon any other Person other than the parties any rights right, benefit or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations remedy of any other party hereunder, (ii) failure to perform a covenant hereof nature whatsoever under or (iii) willful and material breach by reason of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiarythis Agreement; provided, however, that that, notwithstanding the rights granted pursuant to clause foregoing, (bi) above from and after the Effective Time and the LP Mergers Effective Time, the Company Indemnified Parties shall be enforceable on behalf intended third-party beneficiaries of, and may enforce, Section 6.07, (ii) from and after the Effective Time and the LP Mergers Effective Time, the holders of shares of Company Class A Common Stock, Operating Partnership Units converted into the right to receive LP Merger Consideration and holders of Company Stock only by Awards as of immediately prior to the Effective Time and LP Mergers Effective Time shall be intended third-party beneficiaries solely for the purpose of receiving the consideration that such holder is entitled to pursuant to Section 3.01, Section 3.02 or Section 3.06 as applicable, and (iii) the Company in its sole Related Parties and absolute discretionthe Parent Related Parties are intended third-party beneficiaries of, and may enforce, Section 8.03(b), Section 8.03(d), Section 9.02, Section 9.08, Section 9.09, Section 9.10 and Section 9.14. (b) No party may assign, delegate or otherwise transfer Neither this Agreement nor any of its rights the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the parties hereto without the prior written consent of each the other party heretoparties, except that Parent and each Merger Sub will have the right to assign all or Merger Subsidiary may transfer or assign any portion of its rights and obligations under this Agreement, in whole or from time to time in part, to Agreement (i) one to any of its Affiliates (provided that such assignment would not reasonably be expected to delay the Closing or more satisfaction of their Affiliates at any time condition to Closing hereunder) or (ii) to any source of debt financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such debt financing; provided that, in the case of clauses (i) and (ii) after the Effective Time), to any Person; provided that such transfer assignment by Parent or assignment any Merger Sub shall not relieve Parent or any Merger Subsidiary Sub of its obligations hereunder hereunder. Notwithstanding anything in this Agreement to the contrary, Parent will have the right to assign all or enlarge, alter any portion of its equity interests in the Merger Subs to any direct or change any obligation indirect wholly-owned subsidiary of any other party hereto or due to Parent or Merger SubsidiaryParent. Any purported assignment in violation of this Section 9.07(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 7.07, and shall inure solely to the benefit of the parties hereto and their respective successors and assigns. This Agreement is Parties, are not intended to confer upon any Person other than the parties Parties any rights or rights, benefits, remedies, other than obligations or liabilities hereunder, except: (ai) only following the Effective Time, the right of each of (A) the Company’s shareholders to receive the Merger Consideration in respect of shares of Company Common Stock payable pursuant to Section 3.1 (subject to Section 3.7 and 3.9 and each such shareholder’s compliance with its obligations under Sections 3.5, 3.8 and 3.10 and such obligations as specifically provided are otherwise set forth in the letter of transmittal contemplated by Section 7.07 and Section 10.02 3.5), and (bB) the holders of Company SARs, Company RSU Awards and Company PSU Awards to receive, as applicable, Substitute RSU Awards or Merger Consideration pursuant to Section 3.2, as the case may be, which right shall be enforceable by such holders; (ii) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance each of the obligations Company Indemnified Parties to enforce the provisions of any other party hereunder, (ii) failure to perform a covenant hereof or Section 7.3; and (iii) willful and material breach the right of any representation each of the Financing Sources as an express third-party beneficiary of Section 11.3, this Section 11.6, Section 11.7, the last sentence of Section 11.8, Section 11.9, Section 11.11 or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionSection 11.14. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party Party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to interests (ibut not its obligations) one or more of their Affiliates at any time and (ii) after the Effective Time, hereunder to any PersonFinancing Source as collateral for security purposes in connection with the Financing without prior consent; provided provided, that such transfer or assignment shall not relieve Parent or the Merger Subsidiary Subs of its obligations hereunder or enlarge, alter or change any obligation of any other party Party hereto or due to Parent or the Merger SubsidiarySubs.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.077.02 and this Section 11.06, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Section 7.02 and this Section 11.06, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition assigns. Notwithstanding anything to the performance contrary in this Agreement, the Debt Financing Parties are third party beneficiaries of the obligations of any other party hereunderSections 11.03, (ii) failure to perform a covenant hereof or (iii) willful 11.07, 11.08, 11.09 and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion11.14. (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 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 by written notice to the Company, to a wholly-owned direct or more indirect Subsidiary of their Affiliates at Parent, in which event all references herein to Parent or Merger Subsidiary, as applicable, shall be deemed references to such other Subsidiary; provided that any time such assignment shall not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement or otherwise materially impair the rights of the Company under this Agreement or relieve Parent of any of its obligations under this Agreement and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon on and, except as provided in Section 7.07‎Section 8.02, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in ‎Section 8.02, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically hereto and their respective successors and assigns; provided in Section 7.07 and Section 10.02 and (b) that the right provisions of the Companysecond sentence in ‎Section 12.03, on behalf this proviso of its stockholdersthis Section 12.06‎(a), to pursue damages Section 12.06‎(c), the provisions of the second sentence in ‎Section 12.07, ‎Section 12.08 and other relief, including equitable relief‎Section 12.09, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition each case, pertaining to the performance of Financing Sources, are intended to be for the obligations of any other party hereunderbenefit of, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by by, the Company in its sole and absolute discretionFinancing Sources. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time Agreement to time in part, to (i) one or more a wholly owned Subsidiary of their Affiliates at any time and (ii) after Parent without the Effective Time, to any Personconsent of the Company; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub, as the case may be, shall remain liable for all of its obligations hereunder under this Agreement. (c) No Financing Source will have any liability to the Company, any former, current or enlargefuture stockholders, alter equity holders, controlling persons, directors, officers, employees, general or change limited partners, members, managers, agents or Affiliates of the Company (in each case, in their capacities as such), or any obligation former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any other of the foregoing (in each case, in their capacities as such) (each, a “Related Party”), relating to or arising out of this Agreement, any Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and Company will not have any rights or claims against any Financing Source or be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (such Financing Sources being express third party hereto or due to Parent or Merger Subsidiarybeneficiaries of this sentence).

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended Except for (i) following the Acceptance Time, (x) the rights of holders of Shares to confer upon any Person other than receive payment for Shares validly tendered and accepted for payment pursuant to the parties any rights Offer or remediesconverted into cash pursuant to the Merger, other than and (ay) as specifically provided the right of holders of Company Stock Options to receive the payments set forth in Section 7.07 and 3.4, (ii) the provisions of Section 10.02 8.3 and (biii) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including or equitable relief, remedies in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of this Agreement, no provision of this Agreement is intended to confer any representation rights, benefits, remedies, obligations or warranty herein, which right is hereby acknowledged liabilities hereunder upon any Person other than the parties hereto and agreed by Parent their respective successors and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or 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 Merger Subsidiary of its obligations hereunder hereunder, adversely affect the rights of holder of Shares to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer or converted into cash pursuant to the Merger, or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in this Section 7.075.14, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided this Section 5.14, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (b) No Other than to a transferee pursuant to a Permitted Transfer (which, for the avoidance of doubt, will not relieve a Stockholder of its obligations hereunder), 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 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 by written notice to the Stockholders, to a wholly-owned direct or more indirect Subsidiary of their Affiliates at Parent, in which event all references herein to Parent, as applicable, shall be deemed references to such Subsidiary; provided that any time such assignment shall not materially impede or delay the consummation of the Merger and the transactions contemplated by this Agreement or otherwise materially impair the rights of the Stockholders under this Agreement or relieve Parent of any of its obligations under this Agreement and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto the Stockholders or due to Parent or Merger SubsidiaryParent.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto Parties and their respective successors and assigns. This Except for the rights of holders of Shares to receive the Offer Price, on the terms and subject to the conditions set forth in Article 2, and the Merger Consideration, on the terms and subject to the conditions set forth in Article 3, and as specifically set forth in Section 8.02 and Section 12.15, no provision of this Agreement is not intended to confer any right, benefit, remedy, obligation or liability hereunder upon any Person other than the parties any rights or remediesParties and their respective successors and assigns; provided that, other than (a) as specifically provided in solely with respect to the provisions of Section 7.07 11.02, Section 12.03, Section 12.04, Section 12.05, this Section 12.07, Section 12.08, Section 12.09 and Section 10.02 and 12.10 (b) in each case, solely as they relate to the right of Debt Financing Related Parties), the CompanyDebt Financing Sources, on behalf of its stockholdersthe Debt Financing Related Parties, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf third-party beneficiaries of holders of Company Stock only by such provisions and shall have the Company in its sole rights, benefits and absolute discretionremedies set forth therein. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party Party hereto, except that Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this AgreementAgreement from time to time, 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 Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party Party hereto or due to Parent or Merger SubsidiarySub or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer or the rights of holders of Shares to receive the Merger Consideration.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure solely to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This , and no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remediesParties and their respective successors and permitted assigns, other than except (ai) as specifically provided in Section 7.07 7.1 and Section 10.02 7.3 and (bii) the right Company on behalf of the Company, on behalf of its stockholders, 's shareholders to pursue damages and other relief, (including equitable relief, claims for damages based on loss of the economic benefits of the Transaction to the Company's shareholders) in the event of Parent’s the intentional breach of this Agreement prior to the Closing Date by Parent or Merger Subsidiary’s Sub (i) intentional and willful failure whether or not this Agreement has been terminated pursuant to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty hereinArticle X), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionSub. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party heretoParty, except that Parent or Merger Subsidiary 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) Agreement after the Effective Time, Closing Date to any PersonAffiliate of Parent; provided provided, that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation Sub of any other party hereto obligations under this Agreement; provided, further, that no assignment or due to purported assignment of this Agreement by Parent or Merger SubsidiarySub shall be valid if and to the extent such assignment causes the Merger to fail to qualify as a"reorganization" within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder. Any purported assignment without such prior written consents shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than (ai) as specifically provided in Section 7.07 and Section 10.02 (including, in the case of the Financing Related Parties, in Section 10.02(h)), Section 11.07, Section 11.08, Section 11.09 and this Section 11.06 and (bii) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger SubsidiaryWillful Breach in accordance with Section 10.02(a); provided, however, that the rights granted pursuant to clause (bii) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion. (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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySubsidiary and, provided, further, that either party may assign its rights under this Agreement as collateral to any lender (or agent or trustee therefor) in connection with any bona fide financing arrangement permitted under this Agreement, including in the case of Parent, the Financing.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.077.04, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as (i) provided in Section 7.04, (ii) to the extent the Effective Time occurs, for the rights of holders of Company Common Stock, Company Restricted Shares and Company Stock Options under Article 2 of this Agreement on and after the Effective Time to receive payment therefor, and (iii) with respect to each of the Persons whose liability is limited in accordance with Section 11.04(e) and Section 11.04(f) to the extent provided therein, including, the Parent Related Parties and Company Related Parties who shall be express third party beneficiaries of, and shall be entitled to rely on, Section 11.04(e), Section 11.04(f), Section 11.08 and Section 11.09 and this Section 11.06, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto; provided, that prior to the mailing of the Proxy Statement to the Company’s stockholders, Parent may designate, by written notice to the Company, another wholly owned direct or indirect Subsidiary to be a constituent corporation in lieu of Merger Subsidiary, in which event all references herein to Merger Subsidiary shall be deemed references to such other Subsidiary, except that Parent or all representations and warranties made herein with respect to Merger Subsidiary may transfer as of the date of this Agreement shall be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation; provided that any such designation shall not impede or assign its delay the consummation of the transactions contemplated by this Agreement or otherwise materially impede the rights and obligations of the stockholders of the Company 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. This Except as provided in Section 7.04 and except for Sections 2.02, 2.03 and 2.05 (which shall be enforceable, after the Closing, by holders of Company Stock, Company Stock Options and Company RSUs), no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionpermitted assigns. (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 (i) Parent or 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, Parent may transfer shares of capital stock of Merger Subsidiary to any Persona direct or indirect wholly owned subsidiary of Parent; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary. Any purported assignment not permitted under this Section 11.06(b) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The Subject to Section 11.06(b), the provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except (i) as provided in Section 7.02, Section 10.02 or Section 11.14 and (ii) for the right of the Company to obtain equitable relief, for Parent’s or Merger Sub’s breach of this Agreement, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and assigns, and other than (a) as specifically provided in Section 7.07 than, from and Section 10.02 and (b) after the Effective Time, the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by Common Shares, Company Options, Company RSUs and Company Phantom Shares to receive the Company Merger Consideration in its sole and absolute discretionrespect thereof. (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; provided, except however, that Parent and Merger Sub may assign any or Merger Subsidiary may transfer or assign its all of their 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, Agreement to any Person; Affiliate of Parent, provided that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlargeprevent, alter delay or change any obligation impair the transactions contemplated hereby. Any purported assignment, delegation or other transfer in contravention of any other party hereto or due to Parent or Merger Subsidiarythis Section 11.06(b) shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon andupon, except as provided in Section 7.07, shall inure solely to the benefit of the parties and be enforceable by each party hereto and their respective permitted successors and assigns. This Agreement Nothing in this Agreement, express or implied is not intended to or shall confer upon any other Person other than the parties any rights right, benefit or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations remedy of any other party hereunder, (ii) failure to perform a covenant hereof nature whatsoever under or (iii) willful and material breach by reason of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiarythis Agreement; provided, however, that that, notwithstanding the rights granted pursuant to clause foregoing, (bi) above the past, present and future officers, directors and employees of the Acquired Companies (and their successors, heirs and representatives) are intended third‑party beneficiaries of, and may enforce, ‎‎Section 6.07, (ii) solely from and after the Effective Time, the holders of shares of Company Common Stock shall be enforceable on behalf of holders of Company Stock only by intended third‑party beneficiaries of, and may enforce, Articles ‎‎II and ‎III, (iii) the Parent Parties shall be intended third‑party beneficiaries of, and may enforce,‎ ‎‎Section 9.13 and (iv) the Company in its sole Parties shall be intended third‑party beneficiaries of, and absolute discretionmay enforce, ‎‎Section 8.03(c). (b) No party may assignNeither this Agreement nor any of the rights, delegate interests or obligations hereunder shall be assigned by any of the parties hereto by operation of Law or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties; provided that each other party hereto, except that of Parent or and Merger Subsidiary 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 its Affiliates at any time (provided that such assignment would not reasonably be expected to delay the Closing or satisfaction of any condition to closing hereunder), (ii) to transfer, pledge or assign this Agreement as security for any financing, including, without limitation, the Debt Financing and (iiiii) after the Effective Time, to any Person; , provided that such transfer that, in each case, any assignment by Parent or assignment Merger Sub shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation hereunder. Any purported assignment in violation of any other party hereto or due to Parent or Merger Subsidiarythis ‎‎Section 9.06(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 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This No provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) hereto and their respective successors and assigns except as specifically provided in Section 7.07 8.03, and Section 10.02 and (b) after the right of the CompanyEffective Time, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant of Stockholders to clause (b) above shall be enforceable on behalf of holders of Company Stock only by receive the Company Merger Consideration specified in its sole and absolute discretionSection 4.01. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement Agreement, by operation of law, merger, change of control or otherwise, without the consent of each other party hereto, except that Parent or Merger Subsidiary prior to the Effective Time Acquisition Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time in part to time in partany Subsidiary of Parent, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, Parent or Acquisition Sub may transfer or assign their rights and obligations under this Agreement, in whole or in part to any Person; provided that any such transfer or assignment shall not relieve Parent or Merger Subsidiary Acquisition Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiaryAcquisition Sub, and provided, further, that no such transfer or assignment shall be permitted if it would result in the imposition of any withholding Tax on payments pursuant to this Agreement. Any purported assignment in violation of this Section 11.05(b) shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except with respect to (i) Section 6.04 and Article 10, (ii) the rights of the holders of Company Capital Stock under this Agreement and Applicable Law to receive a portion of the Merger Consideration, and (iii) prior to the Effective Time, the right of such holders of Company Capital Stock to pursue derivatively solely through the Company and recover Damages (including Damages based on loss of the economic benefits of the transaction to the holders of Company Capital Stock based on the consideration that would have otherwise been payable to holders of Company Capital Stock, the loss of value or decline in stock price of such Company Capital Stock or otherwise) and other relief (including equitable relief) for any breach of this Agreement by Parent, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (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 Merger Subsidiary 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 provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySub.

Binding Effect; Benefit; Assignment. (a) The Subject to Section 11.06(b), the provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Section 7.04 or Section 10.02, and other than the right of any holder of Company Common Stock and Company Equity Awards to receive Merger Consideration, Parent RSUs or Parent PSUs in respect of their Company Common Stock or Company Equity Awards, as applicable, as contemplated by Article 2, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (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 either of the Merger Subsidiary Subs may transfer or assign its respective rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their respective Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or either of the Merger Subsidiary Subs of its respective obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or the Merger SubsidiarySubs. Any purported assignment, delegation or other transfer without such consent shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto Parties and their respective successors and assigns. This Except as provided under this Agreement, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns. (b) Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party hereto (other than to an Affiliate of the Party) without the prior written consent of the other Party hereto (which consent shall not be unreasonably withheld) and any attempt to do so will be void; provided, however, that after the Closing, such prior written consent will not be required with respect to any assignment by any Party (a) to an Affiliate of such Party so long as such Party remains bound by the terms hereof, or (b) in connection with a reorganization, merger, statutory share exchange, consolidation or similar change of control transaction involving the Seller or sale or transfer of all or substantially all of the assets of Seller, or, in the case of Purchaser, a sale or transfer, regardless of form, involving all or substantially all of the assets associated with the Product Business. Except with respect to Section 8.13(a) of this Agreement which shall not apply to non-affiliated acquirers, successors or assigns of Seller, and except with respect to Section 8.13(b) of this Agreement which shall not apply to non-affiliated successors or assigns of Purchaser, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns. For the avoidance of doubt, all obligations pursuant to Section 8.13(a) shall automatically and immediately terminate and cease to be enforceable against any non-affiliated acquirer, successor or assign of Seller and all obligations pursuant to Section 8.13(b) shall automatically and immediately terminate and cease to be enforceable against any non-affiliated acquirer, successor or assign of Purchaser. Any attempt to assign this Agreement in violation of this Section 10.8(b) shall be void. Subject to this Section 10.8(b), any permitted assignee shall assume all obligations of its assignor under this Agreement pursuant to a written instrument reasonably acceptable to the other Parties. In addition, nothing in this Agreement shall preclude Purchaser from providing its lenders with a security interest in its rights under this Agreement in accordance with the terms of their security and collateral agreements in connection with any credit facility provided by such lenders to Purchaser or preclude such lenders from foreclosing upon such security interest in accordance with the terms of such security and collateral agreements (including by means of the sale of the assets or stock of Purchaser to a Third Party including Purchaser’s rights and responsibilities under this Agreement), and any such action by such lenders shall not be deemed to be a change of control for purposes of this Agreement. (c) Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties Parties and their respective successors and permitted assigns any rights right, benefit or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations remedy of any other party hereunder, (ii) failure to perform a covenant hereof nature whatsoever under or (iii) willful and material breach by reason of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion. (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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. This Except for: Section 7.02 in respect of Indemnified Persons, Section 11.05 in respect of the Company Related Parties and Parent Related Parties, and Section 11.15 in respect of Non-Party Affiliates, each of which shall be third party beneficiaries and entitled to enforce the provisions therein, as well as the Equity Commitment Letter (pursuant to which third parties shall be third party beneficiaries as stated therein), no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and permitted assigns. In addition to the foregoing, other than the Debt Financing Sources shall be third party beneficiaries of, and shall be entitled to enforce the provisions of Section 10.02 (a) as specifically provided in solely to the extent that it relates to the Debt Financing Sources), Section 7.07 11.05 (solely to the extent that it relates to the Debt Financing Sources), the last sentence of Section 11.04, this Section 11.07, Section 11.09(b), Section 11.10 and Section 10.02 and 11.15 (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition solely to the performance of extent that it relates to the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionDebt Financing Sources). (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 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, or to any Persondebt financing sources (including the Debt Financing Sources) for purposes of creating a security interest herein or otherwise assigning as collateral in respect of any debt financing (including the Debt Financing); provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary. Any purported assignment not permitted under this Section 11.07 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 7.078.02, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Section 8.02, Section 12.04 and this Section 12.06, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiaryassigns; provided, however, that the rights granted pursuant to clause (b) above Financing Sources and their respective current, former or future general or limited partners, stockholders, members, managers, controlling persons, Affiliates or Representatives shall be enforceable on behalf third party beneficiaries of holders of Company Stock only by the Company in Section 11.02, Section 12.04, this Section 12.06, Section 12.07, Section 12.08, Section 12.09 and Section 12.14 (which may not be changed as to any Financing Source without its sole and absolute discretionprior written consent). (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 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) and, after the Effective Acceptance Time, to the Offer to any Person; provided that such transfer or assignment shall not relieve Parent or 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 Merger SubsidiarySubsidiary 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 7.07‎ ‎Section 7.03, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in ‎Section 7.03 and for the provisions of ‎Article 2 (including, for the avoidance of doubt, the right of former holders of Company equity securities to receive the consideration to which they are entitled under ‎Article 2), no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as hereto and their respective successors and assigns. It is specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, intended that the rights granted pursuant to clause (b) above shall be enforceable on behalf Indemnified Persons are third party beneficiaries of holders of Company Stock only by the Company in its sole and absolute discretion‎Section 7.03. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that prior to the time that the Proxy Statement/Prospectus is mailed to the Company’s stockholders, Parent may designate, by written notice to the Company, another wholly owned Subsidiary in lieu of Merger Sub, in which event all references herein to Merger Sub shall be deemed references to such other Subsidiary and all representations and warranties made herein with respect to Merger Sub shall be deemed representations and warranties with respect to such other Subsidiary as of the date of such designation; provided that any such assignment or designation shall not and would not reasonably be expected to impede or delay the consummation of the Merger Subsidiary may transfer or assign its the other transactions contemplated hereby or otherwise materially impair or impede the rights and obligations of the Company’s stockholders under this Agreement. Any purported assignment, delegation or other transfer in whole or from time to time in part, to (i) one or more violation of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment this ‎Section 11.06 shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiarybe void.

Binding Effect; Benefit; Assignment. (a) The Subject to Section 12.06(b), the provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Section 8.03, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and assigns, and other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Shares, Company Options and Vested Company Stock only Units to receive the Merger Consideration in respect of their Shares, Company Options and Vested Company Stock Units, as contemplated by the Company in its sole and absolute discretionArticle 3. (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; provided, that, prior to the time that the Proxy Statement is mailed to the Company’s stockholders, Parent may designate, by written notice to the Company, another wholly owned direct or indirect Subsidiary in lieu of Merger Sub, in which event all references herein to Merger Sub shall be deemed references to such other Subsidiary, except that Parent all representations and warranties made herein with respect to Merger Sub as of the date of this Agreement shall be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation; provided, further that any such assignment or designation shall not and would not be reasonably expected to impede or delay the consummation of the Merger Subsidiary may transfer or assign its the other transactions contemplated by this Agreement or otherwise materially impair or impede the rights and obligations of the Company’s stockholders under this Agreement. Any purported assignment, delegation or other transfer in whole or from time to time in part, to (iviolation of this Section 12.06(b) 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiarybe void.

Binding Effect; Benefit; Assignment. (a) The Subject to the terms of this Section 11.06, the provisions of this Agreement shall be binding upon and, except as provided in Section 7.07upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective permitted successors and assigns. This Except as provided in Article 2 (which following the Effective Time shall be enforceable by holders of Company Stock or Company Equity Awards as intended third party beneficiaries thereof), Section 11.04(c)(ii) and for the Indemnified Persons as provided in Section 7.04 (in each case from and after, and subject to the occurrence of, the Effective Time), no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective permitted successors and assigns; provided, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) that notwithstanding the right of foregoing, the Company, Financing Parties may enforce on behalf of its stockholders, to pursue damages the Financing Sources Related Parties (and other relief, including equitable relief, in each is an intended third party beneficiary of) the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionDFS Provisions. (b) No party may assign, delegate or otherwise transfer transfer, by operation of law or otherwise, any of its rights rights, interests or obligations under this Agreement without the consent of each of the other party parties hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and any or all of Merger Subsidiary’s rights, interests or obligations under this Agreement, in whole or from time hereunder to time in part, to (i) one or more of their Affiliates more, or any combination of, direct or indirect 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger 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 7.07Sections 8.05 and 8.08, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Sections 8.05 and 8.08, no provision of this Agreement is not 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 any rights or remediesprovisions hereof to the contrary, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right each of the Company, on behalf Parent and Purchaser agrees and acknowledges that the Indemnified Persons are intended third party beneficiaries of its stockholders, to pursue damages Sections 8.05 and 8.08 of this Agreement and any other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition provision hereof relating to the performance liability of directors and officers and may enforce the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionterms thereof. (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 Merger Subsidiary each party 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) and, after the Effective Timeconsummation of the Offer, to any Person; provided that no such transfer or assignment shall not relieve Parent or Merger Subsidiary such party of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent such party or Merger Subsidiaryprejudice the rights of tendering shareholders 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 7.07, and shall inure to the benefit of the parties Parties hereto and their respective successors and assigns. This Except as otherwise set forth in this Agreement, this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person Person, other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 Parties hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party Party hereto, except that Parent or Merger Subsidiary Purchaser may transfer or assign its rights and obligations under this Agreement, without obtaining the consent or approval of any other Party hereto, 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 Persontime; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary the Purchaser remains ultimately liable for all of Purchaser’s obligations hereunder. Notwithstanding the foregoing, a Selling Shareholder may assign its obligations hereunder or enlargerights with respect to any additional payments following the Closing, alter or change including without limitation, any obligation amounts to be released from the Escrow Fund, if any, and/or on account of any other party hereto amounts to be released from the Rep Expense Amount, if any, to its limited partners, shareholders and/or investors, as applicable, provided that, such assignment is not prohibited and subject at such time to any specific transfer restrictions under the Holdback Agreements, Lock-Up Agreements, Escrow Agreement, or due pursuant to Parent or Merger Subsidiarythe terms hereof, and the assignee shall agree in writing to be bound and subject to the same rights, conditions and obligations of the Selling Shareholder hereunder with respect to such payments, and further provides the Paying Agent with all applicable documents otherwise specified in this Agreement in connection with the right to receive such payments including any KYC and withholding requirements, if applicable.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon andand shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of (x) the Company’s stockholders to receive the applicable Merger Consideration in respect of their shares of Company Stock pursuant to Section 2.03 and (y) the holders of Company Equity Awards to receive the applicable Merger Consideration in respect of their Company Equity Awards pursuant to Section ‎2.05 and (ii) the right of the Company Indemnified Parties to enforce the provisions of Section ‎7.03. Except as provided in Section 7.07‎7.03 and in this Section ‎11.07, shall inure no provision of this Agreement is intended to the benefit of confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion. (b) No party may assign, delegate or otherwise 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 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) Person after the Effective TimeClosing, and Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to any Personother wholly owned direct Subsidiary of Parent, which Subsidiary shall be a Delaware corporation; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySub. Any assignment in contravention of the preceding sentence shall be null and void ab initio.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.078.03, shall inure only to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Section 8.03, no provision of this Agreement is not intended to confer any legal or equitable rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or 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 time, and (ii) after the Effective Time, to any Personsuch assignment without such prior written consent shall be null and void; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or under this Agreement, enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySubsidiary or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 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 successors and assigns.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon on and, except as provided in Section 7.078.02, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Section 8.02, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically hereto and their respective successors and assigns; provided that the provisions of the second sentence in Section 7.07 12.03, this proviso of this Section 12.06(a), Section 12.06(c), the provisions of the second sentence in Section 12.07, Section 12.08 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief12.09, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition each case, pertaining to the performance of Financing Sources, are intended to be for the obligations of any other party hereunderbenefit of, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by by, the Company in its sole and absolute discretionFinancing Sources. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time Agreement to time in part, to (i) one or more a wholly owned Subsidiary of their Affiliates at any time and (ii) after Parent without the Effective Time, to any Personconsent of the Company; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub, as the case may be, shall remain liable for all of its obligations hereunder under this Agreement. (c) No Financing Source will have any liability to the Company, any former, current or enlargefuture stockholders, alter equity holders, controlling persons, directors, officers, employees, general or change limited partners, members, managers, agents or Affiliates of the Company (in each case, in their capacities as such), or any obligation former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any other of the foregoing (in each case, in their capacities as such) (each, a “Related Party”), relating to or arising out of this Agreement, any Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and Company will not have any rights or claims against any Financing Source or be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (such Financing Sources being express third party hereto or due to Parent or Merger Subsidiarybeneficiaries of this sentence).

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure solely to the benefit of the parties hereto and their respective successors and assigns. This Agreement is hereto, are not intended to confer upon any Person other than the parties any rights or rights, benefits, remedies, other than obligations or liabilities hereunder, except for: (ai) as specifically provided only following the Effective Time, the right of the Company’s stockholders to receive the Per Share Merger Consideration in respect of shares of Company Common Stock pursuant to Section 7.07 and Section 10.02 and 2.3, (bii) the right of the Company, on behalf D&O Indemnified Parties to enforce the provisions of its stockholders, to pursue damages Section 7.2 and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach the right of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that each of the rights granted pursuant to clause (b) above shall be enforceable on behalf Financing Sources as an express third-party beneficiary of holders of Company Stock only by the Company in its sole and absolute discretionSection 11.15. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to interests (ibut not its obligations) one or more of their Affiliates at any time and (ii) after the Effective Time, hereunder to any PersonFinancing Source (or any agent on behalf of all such Financing Sources) as collateral for security purposes in connection with the Financing (including for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such financing) without prior consent; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySub.

Binding Effect; Benefit; Assignment. (a) The Subject to ‎Section 11.06(b), the provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in ‎Section 7.04 or ‎Section 10.02, and other than the right of any holder of Company Common Stock and Company Equity Awards to receive Merger Consideration, Parent RSUs or Parent PSUs in respect of their Company Common Stock or Company Equity Awards, as applicable, as contemplated by ‎Article 2, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (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 either of the Merger Subsidiary Subs may transfer or assign its respective rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their respective Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or either of the Merger Subsidiary Subs of its respective obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or the Merger SubsidiarySubs. Any purported assignment, delegation or other transfer without such consent shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon andand shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of (x) the Company’s stockholders to receive the applicable Merger Consideration in respect of their shares of Company Stock pursuant to Section 2.03 and (y) the holders of Company Equity Awards to receive the applicable Merger Consideration in respect of their Company Equity Awards pursuant to Section 2.05 and (ii) the right of the Company Indemnified Parties to enforce the provisions of Section 7.03. Except as provided in Section 7.077.03 and in this Section 11.07, shall inure no provision of this Agreement is intended to the benefit of confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion. (b) No party may assign, delegate or otherwise 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 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) Person after the Effective TimeClosing, and Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to any Personother wholly owned direct Subsidiary of Parent, which Subsidiary shall be a Delaware corporation; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySub. Any assignment in contravention of the preceding sentence shall be null and void ab initio.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. This Except as provided in Article 2 and Section 7.03, no provision of this Agreement is not 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; provided that the Financing Sources (including any rights source of alternative financing that has been obtained in accordance with, and satisfies the conditions of, Section 7.05) shall be intended third parties beneficiaries of Sections 11.04(e), 11.06, 11.08, 11.09 and 11.13(b)(v) and shall be entitled to enforce such provisions directly (and no amendment or remediesmodification to such provisions in respect to the Financing Sources (including any source of alternative financing that has been obtained in accordance with, other than (aand satisfies the conditions of, Section 7.05) as specifically provided in Section 7.07 and Section 10.02 and (b) may be made without the right prior consent of the CompanyFinancing Sources (including any source of alternative financing that has been obtained in accordance with, on behalf of its stockholdersand satisfies the conditions of, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionSection 7.05)). (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 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 and/or to any parties providing the Financing pursuant to the terms thereof (including for purposes of creating a security interest herein or otherwise assign as collateral in respect of such Financing) at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger 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 will be binding upon and, except as provided in Section 7.07, shall and will inure to the benefit of the parties hereto and their respective successors and assigns. This Except (i) as provided in Section 7.02 with respect to Indemnified Persons, (ii) Section 11.03(a), Section 11.04(b)(ii) (but only the third paragraph therein), Section 11.06(a), Section 11.07, Section 11.08, Section 11.09 and Sections 11.13(b)-(c), with respect to the sources of Debt Financing, (iii) Section 11.04(b)(ii) (but only the third paragraph therein) with respect to Non-Recourse Parties and the Guarantor, and (iv) following the Effective Time, the right of the Company’s former stockholders to receive the Merger Consideration pursuant to Article 2 hereof, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (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 Merger Subsidiary may transfer transfer, assign or assign delegate 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 provided, however, that such transfer transfer, assignment or assignment shall delegation will not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary. Any assignment or delegation in violation of the foregoing will be null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and, except as provided in Section 7.07, shall and inure solely to the benefit of the parties each party hereto and their respective successors and assigns. This Agreement , and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person other than the parties any rights rights, benefits or remediesremedies of any nature whatsoever under or by reason of this Agreement, other than (ai) as specifically provided the provisions of Section 7.03, which shall inure to the benefit of and be enforceable by the Indemnified Persons, (ii) at the Effective Time, the rights of the holders of Company Common Stock to receive the Merger Consideration in Section 7.07 accordance with the terms and Section 10.02 and conditions of this Agreement, (biii) at the Effective Time, the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only Options and Company Restricted Stock Awards to receive the consideration contemplated by the Company applicable provisions of Section 2.04 in its sole accordance with the terms and absolute discretionconditions of this Agreement, and (iv) the provisions of Section 10.02(h)(v), Section 11.07(b) and Section 11.08 shall inure to the benefit of and be enforceable by the Financing Sources (and those Sections shall not be amended or otherwise modified without the prior written consent of the Financing Sources). (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; provided, except that however, Parent or 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 any of their Affiliates at any time and (ii) after the Effective Time, respective rights or obligations to any Person; provided that direct or indirect Subsidiary of Parent, but no such transfer or assignment shall not relieve Parent or Merger Subsidiary Subsidiary, as the case may be, of its obligations hereunder hereunder; provided, further, from and after the Effective Time the Agreement may be assigned (in whole but not in part) to an Affiliate of a party hereto, or enlargeto a lender of a party as collateral for indebtedness, alter or change any obligation in connection with a merger, consolidation, conversion or sale of any other all or substantially all of the assets of a party hereto or due to Parent or Merger Subsidiaryhereto, provided that the party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 11.05(b) shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assignspermitted assigns (including Parent Assignee). This Except as provided in Article 2 (only with respect to shareholders and only after the Effective Time) and Section 7.03, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionpermitted assigns. (b) No Except as provided in Section 2.08 (provided, that Parent shall remain a party hereto and is not relieved of any of its obligations under and pursuant to this Agreement and remains responsible and liable for all representations, warranties, liabilities, covenants, agreements and any other obligations under and pursuant to the terms of this Agreement pursuant to, and otherwise complies with, the last sentence of Section 2.08), 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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary. Any purported assignment not permitted under this Section 11.06(b) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The Subject to Section 12.06(b), the provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than Except (ai) as specifically provided in Section 7.07 and 8.02, Section 10.02 11.02 or Section 12.04(c) and (bii) for the right of the Company, on behalf of its stockholders, to pursue damages (which the parties acknowledge and other reliefagree may include the benefit of the bargain lost by the Company’s stockholders, including equitable relief, which shall be deemed in such event to be damages of the event Company) incurred or suffered as a result of Parent’s or Merger SubsidiarySub’s (i) intentional Willful Breach of this Agreement, 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 willful failure to fulfill a condition to their respective successors and assigns, and other than the performance of the obligations right of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Shares, Company Options and Company Restricted Stock only Units to receive the Merger Consideration in respect of their Shares, Company Options and Company Restricted Stock Units, as contemplated by the Company in its sole and absolute discretionArticle 3. (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 each of Parent or and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreementor interests hereunder, in whole or from time to time in part, to any of Parent’s wholly owned Subsidiaries, provided that no such assignment shall (i) one or more relieve such Person of their Affiliates at any time and its obligations hereunder, (ii) after impose any additional or incremental non-de minimis obligation, or otherwise have any non-de minimis adverse effect, on the Effective TimeCompany or (iii) prevent or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. Any purported assignment, to any Person; provided that delegation or other transfer without such transfer or assignment consent shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiarybe void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties Parties hereto and their respective successors and assigns. This Except as otherwise set forth in this Agreement, this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person Person, other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 Parties hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party Party hereto, except that Parent or Merger Subsidiary Purchaser may transfer or assign its rights and obligations under this Agreement, without obtaining the consent or approval of any other Party hereto (but with not less than 5 (five) Business Days’ advance written notice setting out the relevant facts and providing the names and addresses of the relevant proposed transferee), in whole or from time to time in part, to (i) one or more of their its Affiliates at any time and time; provided that, (i) the Purchaser remains fully liable with the transferee for any assigned obligation, (ii) before such transferee or assignee should cease to be an Affiliate of the Purchaser, the transferred or assigned rights or obligations must first be re-transferred or re-assigned to the Purchaser or transferred or assigned to an Affiliate of the Purchaser and (iii) the Selling Shareholders’ position shall no worse following the transfer or assignment and any sums recoverable from Selling Shareholders shall be no greater than the amount which would have been recoverable had the assignment not taken place. Promptly after the Effective Time, to any Person; provided that such transfer or assignment or delegation, the Purchaser shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change provide reasonable written information to the Selling Shareholders to allow them to verify compliance with this Section 9.11 and to determine to what extent any obligation or liability of any other party hereto the Selling Shareholders may no longer be owed to the Purchaser but to a transferee or due to Parent or Merger Subsidiaryassignee.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except for the right of holders of Shares to receive the Offer Consideration as set forth in Article 2 (which, from and after the Acceptance Time, shall be for the benefit of Persons who have tendered (and not validly Consideration as set forth in Article 3 (which, from and after the Effective Time, shall be for the benefit of Persons who are holders of Shares immediately prior to the Effective Time) and Section 8.02, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySubsidiary or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer or the rights of holders of Shares to receive the Merger Consideration.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except (i) as provided in Section 7.02 and Section 8.11(c) and (ii) for the provisions of Article 2 (which, from and after the Effective Time, shall be for the benefit of Persons who are holders of Shares and other Company Securities immediately prior to the Effective Time), no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and assigns; provided, other than (a) as specifically provided in Section 7.07 however, that the Company shall be entitled and Section 10.02 and (b) shall have the right to pursue and recover damages (including damages based on the consideration that would have otherwise been payable to holders of Shares or Company Securities or based on the loss of market value or decline in stock price of the Company, ) in the name of and on behalf of its stockholders, to pursue damages and other relief, including equitable relief, such holders in the event of Parent’s any breach by Parent or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance Sub of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty hereinthis Agreement, which right is hereby acknowledged and agreed to by Parent Pxxxxx and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionMxxxxx Sub. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or (but not Merger Subsidiary may Sub) may, without the consent of any other party hereto, transfer or assign its respective rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates its Subsidiaries at any time and (ii) after the Effective Timetime; provided, to any Person; provided however, that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiaryhereunder.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. This No provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and permitted assigns; provided, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s that (i) intentional from and willful failure after the Effective Time, the Indemnified Persons shall be third party beneficiaries of, and entitled to fulfill a condition to the performance of the obligations of any other party hereunderenforce, Section 7.02, and (ii) failure from and after the Effective Time, the provisions of Article 2 relating to perform a covenant hereof or (iii) willful the payment of the Merger Consideration and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted amounts contemplated to be paid pursuant to clause (b) above Section 2.05 shall be enforceable on behalf of by the holders of Company Stock only immediately prior to the Effective Time and by the Company in its sole and absolute discretionPersons entitled to receive such other consideration. (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 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 (i) relieve Parent or Merger Subsidiary of its obligations hereunder hereunder, or (ii) enlarge, alter alter, limit or change any obligation of any other party hereto or due to Parent or Merger 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 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except (i) as provided in Section 7.02 and Section 8.11(c) and (ii) for the provisions of Article 2 (which, from and after the Effective Time, shall be for the benefit of Persons who are holders of Shares and other Company Securities immediately prior to the Effective Time), no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and assigns; provided, other than (a) as specifically provided in Section 7.07 however, that the Company shall be entitled and Section 10.02 and (b) shall have the right to pursue and recover damages (including damages based on the consideration that would have otherwise been payable to holders of Shares or Company Securities or based on the loss of market value or decline in stock price of the Company, ) in the name of and on behalf of its stockholders, to pursue damages and other relief, including equitable relief, such holders in the event of Parent’s any breach by Parent or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance Sub of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty hereinthis Agreement, which right is hereby acknowledged and agreed to by Parent Xxxxxx and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionXxxxxx Sub. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or (but not Merger Subsidiary may Sub) may, without the consent of any other party hereto, transfer or assign its respective rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates its Subsidiaries at any time and (ii) after the Effective Timetime; provided, to any Person; provided however, that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiaryhereunder.

Binding Effect; Benefit; Assignment. (a) The Subject to ‎‎Section 11.06(b), the provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This assigns and no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and assigns, other than than: (ai) as specifically provided in Section 7.07 and Section 10.02 with respect to the provision of ‎‎Section 7.03, which shall inure to the benefit of the Persons benefiting therefrom who are intended to be third-party beneficiaries thereof; and (bii) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by Common Shares and Company Equity Awards to receive the Company Merger Consideration following the Effective Time in its sole accordance with the terms and absolute discretionconditions of this Agreement, which shall inure to the benefit of the Persons benefitting therefrom who are intended to be third-party beneficiaries thereof. (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 each of Parent or Merger Subsidiary Sub may transfer or assign its respective rights and obligations under this Agreement, in whole or or, from time to time time, in part, to (i) to one or more of their its Affiliates at any time time, and (ii) after the Effective Time, to any PersonPerson (including as collateral to any financing sources); provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder under this Agreement or enlarge, alter or change any obligation of any the Company hereunder. Any purported assignment, delegation or other party hereto transfer without such consent or due to Parent or Merger Subsidiaryotherwise consistent with the foregoing sentence shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This No provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and assigns, other than (a) as specifically provided except that the parties hereto agree and acknowledge that the agreements and covenants contained in Section 7.07 7.03 are intended for the direct and Section 10.02 irrevocable benefit of the Indemnified Persons described therein and their respective heirs or legal representatives (b) each, a "THIRD PARTY BENEFICIARY"), and that each such Third Party Beneficiary, although not a party to this Agreement, shall be and is a direct and irrevocable third party beneficiary of such agreements and covenants and shall have the right of to enforce such agreements and covenants against the Company, on behalf of its stockholders, to pursue damages Surviving Corporation and other relief, including equitable relief, Parent in the event of Parent’s or Merger Subsidiary’s (i) intentional all respects fully and willful failure to fulfill a condition to the performance of the obligations of any other same extent as if such Third Party Beneficiary were a party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionhereto. (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 Merger Subsidiary may transfer or assign its rights and obligations under this Agreementassign, in whole or from time to time in part, to (i) one or more of their Affiliates at Affiliates, the right to enter into the transactions contemplated by this Agreement, but any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation hereunder. Any attempted assignment in violation of any other party hereto or due to Parent or Merger Subsidiarythis Section shall be null and void and shall have no effect.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto Parties and their respective successors and assigns. This , and no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remediesParties and their respective successors and assigns, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s than: (i) intentional and willful failure to fulfill a condition with respect to the performance provisions of Section 6.3 which shall inure to the benefit of the obligations of any other persons or entities benefiting therefrom who are intended to be third-party hereunderbeneficiaries thereof, and (ii) failure to perform a covenant hereof or (iii) willful at and material breach of any representation or warranty hereinafter the Effective Time, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company Stockholders to receive the applicable Per Share Merger Consideration in its accordance with the terms and conditions of this Agreement. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole and absolute discretionbenefit of the Parties. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each of the other party heretoParties; provided that, except that so long as such assignment does not prevent, delay or impair the Closing, Parent and Merger Subsidiary may assign without the consent of any other Party, in its sole discretion, any or all of its rights, interests or obligations under this Agreement (i) to any of their respective Affiliates, (ii) to any successor in interest to all or substantially all of the Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreementthe business of Parent or Merger Subsidiary, in whole or from time to time in part, to (iiii) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that of Parent’s or Merger Subsidiary’s lenders as collateral security, but no such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiaryhereunder.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of (x) the Company’s stockholders to receive the applicable Merger Consideration in respect of their shares of Company Stock pursuant to ‎Section 2.04 and to receive the Special Dividend in respect of their shares of Company Stock pursuant to ‎Section 6.07, and (y) the holders of Company Equity Awards to receive the applicable consideration in respect of their Company Equity Awards pursuant to ‎Section 2.07, (ii) the right of the Company Indemnified Parties to enforce the provisions of ‎Section 7.03 and (iii) the right of the holders of Registrable Securities to enforce the provisions of ‎Section 7.06. Except as provided in ‎Section 7.03 and in this ‎Section 11.06, 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. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion. (b) No party may assign, delegate or otherwise 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 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) Person after the Effective Time, to any PersonClosing; provided that such transfer or assignment shall not relieve Parent Parent, Merger Sub 1 or Merger Subsidiary Sub 2 of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent Parent, Merger Sub 1 or Merger SubsidiarySub 2. Any assignment in contravention of the preceding sentence shall be null and void ab initio.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except for the right of holders of Shares to receive the Offer Consideration as set forth in Article 2 (which, from and after the Acceptance Time, shall be for the benefit of Persons who have tendered (and not validly withdrawn) Shares pursuant to the Offer), the right of holders of Shares to receive the Merger Consideration as set forth in Article 3 (which, from and after the Effective Time, shall be for the benefit of Persons who are holders of Shares immediately prior to the Effective Time) and Section 8.02, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 hereto and Section 10.02 their respective successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionassigns. (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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySubsidiary or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer or the rights of holders of Shares to receive the Merger Consideration.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon andand shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of (x) the Company’s stockholders to receive the applicable Merger Consideration in respect of their shares of Company Stock pursuant to Section 2.04 and to receive the Special Dividend in respect of their shares of Company Stock pursuant to Section 6.07, and (y) the holders of Company Equity Awards to receive the applicable consideration in respect of their Company Equity Awards pursuant to Section 2.07, (ii) the right of the Company Indemnified Parties to enforce the provisions of Section 7.03 and (iii) the right of the holders of Registrable Securities to enforce the provisions of Section 7.06. Except as provided in Section 7.077.03 and in this Section 11.06, shall inure no provision of this Agreement is intended to the benefit of confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretion. (b) No party may assign, delegate or otherwise 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 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) Person after the Effective Time, to any PersonClosing; provided that such transfer or assignment shall not relieve Parent Parent, Merger Sub 1 or Merger Subsidiary Sub 2 of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent Parent, Merger Sub 1 or Merger SubsidiarySub 2. Any assignment in contravention of the preceding sentence shall be null and void ab initio.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon andupon, except as provided in Section 7.07, shall inure solely to the benefit of the parties and be enforceable by each party hereto and their respective permitted successors and assigns. This Agreement Nothing in this Agreement, express or implied is not intended to or shall confer upon any other Person other than the parties any rights right, benefit or remedies, other than (a) as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations remedy of any other party hereunder, (ii) failure to perform a covenant hereof nature whatsoever under or (iii) willful and material breach by reason of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiarythis Agreement; provided, however, that that, notwithstanding the foregoing, (i) the past, present and future officers, directors and employees of the Acquired Companies (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section 6.07, (ii) from and after the Effective Time and the holders of shares of Company Common Stock shall be intended third-party beneficiaries of, and may enforce, Articles II and III, (iii) the Financing Related Persons shall be intended third-party beneficiaries of, and may enforce, the Lender Protective Provisions and the rights granted of the Parent Parties hereunder may be pledged to the Financing Related Provisions pursuant to clause the Debt Financing, (biv) above the Parent Parties shall be enforceable on behalf of holders of Company Stock only by shall be intended third-party beneficiaries of, and may enforce, Section 8.03(b) and (v) the Company in its sole Parties shall be shall be intended third-party beneficiaries of, and absolute discretionmay enforce, Section 8.03(d). (b) No party may assignNeither this Agreement nor any of the rights, delegate interests or obligations hereunder shall be assigned by any of the parties hereto by operation of Law or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties; provided that each other party hereto, except that of Parent or and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (ia) one or more of their its Affiliates at any time and (iib) after the Effective Time, to any Person; provided that such transfer any assignment by Parent or assignment Merger Sub shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation hereunder. Any purported assignment in violation of any other party hereto or due to Parent or Merger Subsidiarythis Section 9.06(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 7.077.02, Section 11.06 or Section 11.15, shall inure to the benefit of the parties hereto and their respective successors and assigns. This . (b) Except as provided in Section 7.02, Section 11.06 or Section 11.15, no provision of this Agreement is not 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. The representations and warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties in accordance with the terms of this Agreement without notice or liability to any rights or remediesother Person. The representations and warranties in this Agreement may represent an allocation among the parties of risks associated with particular matters regardless of the knowledge of any of the parties and may have been qualified by certain disclosures not reflected in the text of this Agreement. Accordingly, Persons other than (a) the parties may not rely upon the representations and warranties in this Agreement as specifically provided in Section 7.07 and Section 10.02 and (b) the right characterizations of actual facts or circumstances as of the Company, on behalf date of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s this Agreement or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations as of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretiondate. (bc) 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 Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or or, from time to time time, in part, to (i) one or more of their its Affiliates at any time and (ii) after the Effective Time, to any Persontime; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder under this Agreement or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.075.09 (Director and Officer Liability), shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than (a) Except as specifically provided in Section 7.07 5.09 (Director and Section 10.02 Officer Liability), and (b) for the right of the CompanyXC, on behalf of its stockholdersshareholders, to pursue damages (including damages based on the benefit of the bargain lost by XC’s shareholders, including the loss of market value or stock price of XC) and other relief, including equitable relief, in the event of ParentFH’s or Merger SubsidiaryFX’s Willful Breach in accordance with Section 7.02(a) (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above this sentence shall be enforceable on behalf of holders of Company Stock XC’s shareholders only by the Company XC in its sole and absolute discretion), 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, the parties hereto acknowledge and agree that the Financing Sources shall be express Third Party beneficiaries of Section 7.03 (Fees and Expenses), Section 8.04 (Amendments and Waivers), Section 8.07 (Governing Law; Forum) and Section 8.08 (WAIVER OF JURY TRIAL). The parties hereto further agree that the rights of Third Party beneficiaries under Section 5.09 (Director and Officer Liability) shall not arise unless and until the SA Closing occurs. (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; provided, except that Parent or Merger Subsidiary either party may transfer or assign its rights and obligations under this Agreement as collateral to any lender (or agent or trustee therefor) in connection with any bona fide financing arrangement permitted 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure solely to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This , and no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remediesParties and their respective successors and permitted assigns, other than except (ai) as specifically provided in Section 7.07 7.1 and Section 10.02 7.3 and (bii) the right Company on behalf of the Company, on behalf of its stockholders, ’s shareholders to pursue damages and other relief, (including equitable relief, claims for damages based on loss of the economic benefits of the Transaction to the Company’s shareholders) in the event of Parent’s the intentional breach of this Agreement prior to the Closing Date by Parent or Merger Subsidiary’s Sub (i) intentional and willful failure whether or not this Agreement has been terminated pursuant to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty hereinArticle X), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionSub. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party heretoParty, except that Parent or Merger Subsidiary 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) Agreement after the Effective Time, Closing Date to any PersonAffiliate of Parent; provided provided, that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation Sub of any other party hereto obligations under this Agreement; provided, further, that no assignment or due to purported assignment of this Agreement by Parent or Merger SubsidiarySub shall be valid if and to the extent such assignment causes the Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder. Any purported assignment without such prior written consents shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This No provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedies, other than (a) as specifically provided in Section 7.07 Parties and Section 10.02 their successors and (b) the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionpermitted assigns. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party heretoParty, except that Parent or Merger Subsidiary for an assignment by Buyer of its rights under Section 6.04(b) in connection with Buyer’s debt financing (if any) and except that, (x) with prior written notice to the Seller Parties, Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, purchase the Shares at the Closing to (i) one or more of their its controlled Affiliates prior to the Closing or designate a controlled Affiliate to purchase the Shares at the Closing and (y) with prior written notice to Buyer, any time and Seller may transfer or assign its rights to sell Shares at the Closing to one or more other Sellers so long as the total number of Shares remains the same; provided, that, in each case, (i) any such assignment or designation shall not impede or delay the consummation of the transactions contemplated by this Agreement, (ii) after the Effective Timerepresentations and warranties set forth in Article III or V, as applicable, shall be true and correct with respect to any Person; provided that such assignee or designee and (iii) such transfer or assignment shall not relieve Parent Buyer or Merger Subsidiary any Seller Party, as applicable, of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto Party or due to Parent any Party. Any purported assignment, delegation or Merger Subsidiarytransfer not permitted by this Section 9.06(b) is null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and, except as provided in Section 7.07, shall inure to the benefit of and be binding upon the parties hereto. Except with respect to Article VII of this Agreement, which shall inure to the benefit of each Purchaser Indemnitee and Seller Indemnitee, all of whom are intended as express third party beneficiaries thereof, no other Person not party to this Agreement shall be entitled to the benefits of this Agreement (other than as provided in Section 5.05). 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 party; provided, that Purchaser may assign its rights, interests and obligations hereunder (a) to any direct or indirect wholly owned Subsidiary of Purchaser or to any Affiliate which is a direct or indirect wholly owned Subsidiary, (b) in connection with the transfer by Purchaser of all or substantially all of the capital stock or other Equity Interests and/or assets of the Company or (c) as collateral for the purpose of securing any financing of the transactions contemplated hereby. Any attempted assignment in violation of this Section 8.05 will be void. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and their respective successors are for the sole benefit of the parties hereto. Any inaccuracies in such representations and assignswarranties are subject to waiver by the parties hereto in accordance with Section 8.02 without notice or liability to any other person. This In some instances, the representations and warranties in this Agreement is not intended to confer upon may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any Person of the parties hereto. Consequently, persons other than the parties any rights hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or remedies, other than (a) circumstances as specifically provided in Section 7.07 and Section 10.02 and (b) the right of the Company, on behalf date of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s this Agreement or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations as of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretiondate. (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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.077.03 and this Section 11.06, shall inure to the benefit of the parties hereto and their respective successors and assigns. This Except as provided in Section 7.03 and in Section 11.06(b) below, no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and assigns except that, other than (a) as specifically provided and notwithstanding anything in Section 7.07 and Section 10.02 and (b) the foregoing to the contrary, the Company shall have the right of to recover through an action brought by the Company, Company for itself and on behalf of its stockholders, damages (which shall be determined by reference to pursue damages the total amount that would have been recoverable by the Company’s stockholders if all such stockholders brought an action against Parent and other relief, including equitable relief, were recognized as third party beneficiaries hereunder) from Parent in the event of Parent’s a knowing and intentional breach of this Agreement by Parent or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty hereinfraud, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that . The rights of third party beneficiaries under Section 7.03 shall not arise unless and until the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by the Company in its sole and absolute discretionEffective Time occurs. (b) None of the Financing Sources will have any liability to the Company, any former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or affiliates of the Company, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or affiliate of any of the foregoing (each, a “Related Party”), relating to or arising out of this Agreement, whether at law, or equity, in contract, in tort or otherwise, and neither the Company nor any Related Party will have any rights or claims against any of the Financing Sources hereunder. None of this Section 11.06(b), Section 11.08(b) or the definitions related hereto may be amended in a manner adverse to the interests of the Financing Sources without their prior written consent. Notwithstanding anything in this Agreement to the contrary, (i) the Financing Sources shall be deemed to be third-party beneficiaries of this Section 11.06(b) and Section 11.08(b) and (ii) this Section 11.06(b) and Section 11.08(b) shall be enforceable by Parent on behalf of any relevant Financing Source. Nothing in this Section 11.06(b) shall be interpreted as limiting the ability of (A) the Company or any Related Party or any Affiliate of the Company, following the Closing Date, to exercise any of its rights and remedies under any agreement relating to the Debt Financing or Replacement Financing in accordance with its terms or (B) Parent or any Affiliate of Parent from enforcing any of its rights and remedies prior to the Closing under the Debt Financing Agreements or any Replacement Financing Agreements). (c) 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 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 by written notice to the Company to another wholly-owned direct or more indirect Subsidiary to participate in the Merger in lieu of their Affiliates at Merger Subsidiary, in which event all references herein to Merger Subsidiary shall be deemed references to such other Subsidiary, except that all representations and warranties made herein with respect to Merger Subsidiary as of the date of this Agreement shall be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation; provided that any time such designation shall not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement or otherwise materially impair the rights of the stockholders of the Company under this Agreement and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any Person other than the parties any rights or remedies, other than Except (ai) as specifically provided in Section 7.07 and Section 10.02 7.03 and (bii) for the right of the Company, Company on behalf of its stockholders, stockholders to pursue damages and other relief, (including equitable relief, claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance wrongful termination of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof this Agreement or (iii) willful and material breach of any representation this Agreement (whether or warranty hereinnot this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary; provided, howeverno provision of this Agreement is intended to confer any rights, that benefits, remedies, obligations or liabilities hereunder upon any Person other than the rights granted pursuant to clause (b) above parties hereto and their respective successors and assigns. Notwithstanding the foregoing, following the Effective Time, the provisions of this Agreement shall be enforceable on behalf of by holders of Company Stock only by Shares to the Company in its sole and absolute discretionextent necessary to receive the Merger Consideration to which each such holder is entitled pursuant to Article 2. (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 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 Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The Subject to Section 11.06(b), the provisions of this Agreement shall be binding upon and, except as provided in Section 7.07, and shall inure to the benefit of the parties hereto and their respective successors and assigns. This assigns and no provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties any rights or remedieshereto and their respective successors and assigns, other than than: (ai) as specifically provided in with respect to the provision of Section 7.07 and Section 10.02 7.03, which shall inure to the benefit of the Persons benefiting therefrom who are intended to be third-party beneficiaries thereof; and (bii) from and after the Closing, the right of the Company, on behalf of its stockholders, to pursue damages and other relief, including equitable relief, in the event of Parent’s or Merger Subsidiary’s (i) intentional and willful failure to fulfill a condition to the performance of the obligations of any other party hereunder, (ii) failure to perform a covenant hereof or (iii) willful and material breach of any representation or warranty herein, which right is hereby acknowledged and agreed by Parent and Merger Subsidiary; provided, however, that the rights granted pursuant to clause (b) above shall be enforceable on behalf of holders of Company Stock only by Common Shares, Company Options or Company RSUs to receive the Company Merger Consideration following the Effective Time in its sole accordance with the terms and absolute discretionconditions of this Agreement, which shall inure to the benefit of such applicable holder who is intended to be from and after the Closing a third-party beneficiary hereof. (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 ; provided that either Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one another wholly owned direct or more indirect Subsidiary of their Affiliates at any time and the Guarantor or (ii) after the Effective Time, to any Person; Person (provided that that, in each case, no such transfer or assignment shall not (x) relieve Parent or Merger Subsidiary Sub of its obligations hereunder or under this Agreement, (y) enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiarySub or (z) delay the consummation of the transactions contemplated by this Agreement). Any purported assignment, delegation or other transfer without such consent or otherwise inconsistent with the foregoing sentence shall be void.