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

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person or entity not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded. No assignment of the Agreement or of any rights or obligations hereunder may be made by either Sellers or Purchaser (by operation of Law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void, provided however that Purchaser may (i) assign any or all of its rights hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financing. Upon any such permitted assignment or designation, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either the Sellers or the Purchaser (by operation of Law law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, provided however however, that the Purchaser may (i) assign any or all of its rights hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all of its obligations hereunder) and (ii) may assign this Agreement as collateral and any or all rights or obligations hereunder (including, without limitation, the Purchaser's rights to its sources purchase the Shares and/or any Transferred Assets and the Purchaser's rights to seek indemnification hereunder) to any Affiliate of financingthe Purchaser. Upon any such permitted assignment or designationassignment, the references in this Agreement to the Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers except as otherwise contemplated by Sections 9.2 and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded9.3. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either the Sellers or Purchaser the Purchaser, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto hereto, and any attempted assignment without the required consents shall be void; provided, provided however however, that the Purchaser may (i) assign any or all of its rights rights, interests and obligations hereunder to one or more affiliates or designees (provided any Affiliate; provided, further, that Purchaser no assignment of any obligations hereunder shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to the Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Invensys, Sellers or Purchaser (by operation of Law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, however, (a) that each party hereto may assign this Agreement and any or all rights or obligations hereunder (including, with respect to Purchaser, to a Purchaser designee pursuant to Section 1.3 hereof) to any Affiliate of such party (b) nothing in this Agreement shall limit Purchaser’s ability to pledge its rights under this Agreement to any institutional lender that provides funds to Purchaser or its Affiliates without the consent of Sellers (provided however that Sellers shall be given notice thereof) or Invensys, or (c) following the Closing, the Purchaser may (i) assign any or all of its rights hereunder and obligations to one or more affiliates or designees (any successor in interest to Purchaser; provided that Purchaser shall remain liable for such successor in interest acquires all or substantially all of its obligations hereunder) the assets or equity of the Companies and (ii) may assign this Agreement as collateral to its sources of financingthe Subsidiaries. Upon any such permitted assignment or designation, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either the Sellers or the Purchaser (by operation of Law law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, provided however however, that the Purchaser may (i) assign any or all of its rights hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all of its obligations hereunder) and (ii) may assign this Agreement as collateral and any or all rights or obligations hereunder (including, without limitation, the Purchaser's rights to its sources purchase the Shares and the Purchaser's rights to seek indemnification hereunder) to any Affiliate of financingthe Purchaser. Upon any such permitted assignment or designationassignment, the references in this Agreement to the Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers the Seller or Purchaser the Purchaser, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties party hereto and any attempted assignment without the required consents shall be void; provided, provided however however, that the Purchaser may (i) at any time assign any or all of its rights hereunder or obligations under this Agreement to one or more affiliates or designees (provided that Purchaser shall remain liable for all of its Subsidiaries. No assignment of any obligations hereunder) and (ii) may assign this Agreement as collateral to its sources hereunder shall relieve the parties hereto of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser the assigning party shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity not a Person other than the Parties, except as provided in Section 7.7 and 10.12; provided, that the Debt Financing Source Related Parties are express third party to this Agreement, including any Current Employee or former employees beneficiaries of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excludedXerox Provisions. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers Seller or Purchaser Purchaser, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto Party and any attempted assignment without the required consents shall be void, ; provided however that Purchaser may (i) assign any or all of its rights hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all of but not its obligations hereunderobligations) and (ii) may assign under this Agreement and any Ancillary Agreement to any Debt Financing Source or any Affiliate thereof as collateral to its sources security in connection with the Debt Financing. No assignment of financingany obligations hereunder shall relieve the Parties of any such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity not a party to this Agreement, including any Current Employee or former employees of Agreement except as provided below and as provided to (i) the Companies or of Purchaser Indemnified Parties pursuant to Section 11.2(a) and (ii) the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excludedSeller Indemnified Parties pursuant to Section 11.3(a). No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers Purchaser, Seller or Purchaser the Company, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided however, provided however that Purchaser may (i) assign any or all of its rights to purchase the Shares to a wholly-owned subsidiary, whether directly or indirectly owned. Notwithstanding anything to the contrary herein, no assignment of any obligations hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers except as otherwise contemplated by Sections 9.2 and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded9.3. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers or Purchaser Purchasers, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto hereto, and any attempted assignment without the required consents shall be voidvoid; provided, provided however however, that Purchaser Purchasers may (i) assign their rights, interests and obligations hereunder to any or all of its rights Affiliate(s) that is wholly-owned, directly or indirectly, by Xxxxx’x Corporation, a Delaware corporation; provided, further, that no assignment of any obligations hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser Purchasers shall also apply to any such assignee assignee(s) unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.11.8

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers except as otherwise contemplated by Sections 8.2 and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded8.3. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers any Seller or Purchaser Purchaser, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto hereto, and any attempted assignment without the required consents shall be void; provided, provided however however, that Purchaser may (i) assign any or all of its rights rights, interests and obligations hereunder to one or more affiliates or designees (provided any Affiliate; provided, further, that Purchaser no assignment of any obligations hereunder shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers except as otherwise contemplated by Sections 9.2 and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded9.3. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers the Seller or Purchaser the Purchaser, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto hereto, and any attempted assignment without the required consents shall be void; provided, provided however however, that the Purchaser may (i) assign any or all of its rights rights, interests and obligations hereunder to one or more affiliates or designees (provided any Affiliate; provided, further, that Purchaser no assignment of any obligations hereunder shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to the Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either the Sellers or the Purchaser (by operation of Law law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, provided however however, that the Purchaser may (i) assign any or all of its rights hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all of its obligations hereunder) and (ii) may assign this Agreement as collateral and any or all rights or obligations hereunder (including, without limitation, the Purchaser’s rights to its sources purchase the Shares and/or any Transferred Assets and the Purchaser’s rights to seek indemnification hereunder) to any Affiliate of financingthe Purchaser. Upon any such permitted assignment or designationassignment, the references in this Agreement to the Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers except as otherwise contemplated by Sections 8.2 and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded8.3. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers any party hereto, directly or Purchaser indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto hereto, and any attempted assignment without the required consents shall be void; provided, provided however however, that Purchaser may (i) assign any or all of its rights rights, interests and obligations hereunder to one or more affiliates or designees (provided any Affiliate; provided, further, that Purchaser no assignment of any obligations hereunder shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers Agreement except as contemplated by Sections 10.2 and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded10.3. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers the Selling Stockholder or Purchaser Purchaser, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, provided however however, that Purchaser may (i) assign any or all of its rights rights, interests and obligations hereunder to one any direct or more affiliates indirect subsidiary or designees (provided financing source; provided, further, that Purchaser no assignment of any obligations hereunder shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person Person or entity not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excludedAgreement except as provided below. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers Seller or Purchaser (by operation of Law law or otherwise) without the prior written consent of the other parties hereto Parties (by Seller, in the case of a proposed assignment by Purchaser) and any attempted assignment without the required consents shall be void; provided, provided however however, that Purchaser may (i) assign this Agreement and its rights and obligations hereunder to any or all of its Affiliates and may collaterally assign this Agreement and its rights hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all any of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingfinancing sources. Upon any such permitted assignment or designationby Purchaser, as assignor, the references in this Agreement to Purchaser shall also apply to any such the assignee of Purchaser's rights or obligations unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase relieve the liability Parties of the Sellers under this Agreementany such obligations.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers except as otherwise contemplated by Sections 8.2 and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded8.3. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers the Company, Remark or Purchaser Merger Sub, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto hereto, and any attempted assignment without the required consents shall be void; provided, provided however however, that Purchaser Remark may (i) assign any or all of its rights rights, interests and obligations hereunder to one or more affiliates or designees (provided any Affiliate; provided, further, that Purchaser no assignment of any obligations hereunder shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser Remark shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers except as otherwise contemplated by Sections 8.2 and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded8.3. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers any Seller or Purchaser any Purchaser, directly or indirectly (by operation of Law law or otherwise) ), without the prior written consent of the other parties hereto hereto, and any attempted assignment without the required consents shall be void; provided, provided however however, that any Purchaser may (i) assign any or all of its rights rights, interests and obligations hereunder to one or more affiliates or designees (provided any Affiliate; provided, further, that Purchaser no assignment of any obligations hereunder shall remain liable for all relieve the parties hereto of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financingany such obligations. Upon any such permitted assignment or designationassignment, the references in this Agreement to Purchaser the Purchasers shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.