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

Binding Effect; No Third-Party Beneficiaries; Assignment. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. (b) None of the provisions of this Agreement shall be for the benefit of or enforceable by any third Person, including any creditor of any Party or any of their Affiliates, except (i) as provided in Section 6.11; (ii) as provided in Section 9.8; (iii) for the Financing Sources and their respective current former or future equity holders, controlling persons, Affiliates and Representatives, which shall be third party beneficiaries of Section 9.4, Section 9.5, Section 9.10 and this Section 9.6; and (iv) for the right of the MLP Unitholders the right to receive the Applicable Merger Consideration following the Effective Time and the right to be admitted as an Additional Limited Partner of Buyer in connection therewith. No such third Person shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any liability (or otherwise) against any Party. Without limiting the generality of the foregoing, nothing in this Agreement shall confer upon any employee, or legal representative or beneficiary thereof or other Person, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement or a right in any employee or beneficiary of such employee or other Person under any Employee Benefit Plan that such employee or beneficiary or other Person would not otherwise have under the terms of such plan, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective permitted successors and assigns, any rights, benefits or obligations hereunder. (c) No Party may assign, transfer, dispose of or otherwise alienate this Agreement or any of its rights, interests or obligations under this Agreement (whether by operation of law or otherwise). Any attempted assignment, transfer, disposition or alienation in violation of this Agreement shall be null, void and ineffective.

Binding Effect; No Third-Party Beneficiaries; Assignment. (a) This Agreement shall inure to the benefit of and be binding upon the Parties and inure to their respective successors and permitted assigns. This Agreement is solely for the benefit of the Parties and their respective permitted successors and assigns. (b) None of the provisions of this Agreement shall should not be for the benefit of or enforceable by deemed to confer upon any third Personparties any remedy, including any creditor claim, liability, reimbursement, cause of any Party action or any other right in excess of their Affiliates, except (i) as provided in Section 6.11; (ii) as provided in Section 9.8; (iii) for the Financing Sources and their respective current former or future equity holders, controlling persons, Affiliates and Representatives, which shall be third party beneficiaries of Section 9.4, Section 9.5, Section 9.10 and those existing without reference to this Section 9.6; and (iv) for the right of the MLP Unitholders the right to receive the Applicable Merger Consideration following the Effective Time and the right to be admitted as an Additional Limited Partner of Buyer in connection therewithAgreement. No such third Person shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any liability (or otherwise) against any Party. Without limiting the generality of the foregoing, nothing Nothing in this Agreement shall confer upon is intended to amend any employee, employee benefit plan or legal representative or beneficiary thereof or other Person, any rights or remedies, including any affect the applicable plan sponsor’s right to employment amend or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement or a right in terminate any employee or beneficiary of such employee or other Person under any Employee Benefit Plan that such employee or beneficiary or other Person would not otherwise have under benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, nothing in and no current or former Employee, officer, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective permitted successors and assigns, any rights, benefits or obligations hereunder. (c) No Party may assign, transfer, dispose . None of or otherwise alienate this Agreement or any of its the rights, interests or obligations under this Agreement (whether hereunder may be assigned or delegated, in whole or in part, by operation of law or otherwise). Any attempted assignment, transfer, disposition or alienation in violation by any Party without the prior written consent of the other Party to this Agreement being so assigned or delegated, and any such assignment without such prior written consent shall be nullnull and void. No such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement if: (a) any party to this Agreement (or any of its successors or permitted assigns) (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving business entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and/or assets to any Person; and (b) in any such case, void and ineffectivethe resulting, surviving or assignee Person expressly assumes all of the obligations of the relevant party (or its successors or permitted assigns, as applicable) under this Agreement. No assignment permitted by this Section 11.9 shall release the assigning party from liability for the full performance of its obligations under this Agreement.

Binding Effect; No Third-Party Beneficiaries; Assignment. (a) This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective permitted successors and permitted assigns. (b) None of the provisions of . Nothing in this Agreement shall create or be for the benefit of or enforceable by deemed to create any third Personparty beneficiary rights or any obligations in any Person or entity not a party to this Agreement. No party may assert any claim against any officer, including any creditor director, stockholder, partner or member of any Party party hereto (unless such officer, director, stockholder, partner or member is also a party hereto) under this Agreement with respect to any of their Affiliates, except (i) as provided in Section 6.11; (ii) as provided in Section 9.8; (iii) for the Financing Sources and their respective current former or future equity holders, controlling persons, Affiliates and Representatives, which shall be third party beneficiaries of Section 9.4, Section 9.5, Section 9.10 and this Section 9.6; and (iv) for the right of the MLP Unitholders the right to receive the Applicable Merger Consideration following the Effective Time and the right to be admitted as an Additional Limited Partner of Buyer in connection therewith. No such third Person shall obtain any right under any provision obligation arising out of this Agreement or shall by reason the transactions contemplated hereby. No assignment of any such provision make any claim in respect of any liability (or otherwise) against any Party. Without limiting the generality of the foregoing, nothing in this Agreement shall confer upon any employee, or legal representative or beneficiary thereof or other Person, of any rights or remedies, including any right to employment obligations hereunder may be made by either Invensys or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement or a right in any employee or beneficiary of such employee or other Person under any Employee Benefit Plan that such employee or beneficiary or other Person would not otherwise have under the terms of such plan, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective permitted successors and assigns, any rights, benefits or obligations hereunder. Purchaser (c) No Party may assign, transfer, dispose of or otherwise alienate this Agreement or any of its rights, interests or obligations under this Agreement (whether by operation operations 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 assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser's rights to purchase the Shares and Purchaser's rights to seek indemnification hereunder) to (i) any Affiliate of Purchaser, (ii) any lender of Purchaser as collateral security or (iii) any successor in interest to Purchaser, provided that such successor in interest acquires all or substantially all of the Shares or all or substantially all of the assets of all of the Companies and all of the Subsidiaries. Any attempted Upon any such permitted assignment, transfer, disposition or alienation the references in violation of this Agreement to Purchaser shall be null, void and ineffectivealso apply to any such assignee unless the context otherwise requires.

Binding Effect; No Third-Party Beneficiaries; Assignment. (a) This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective permitted successors and permitted assigns. (b) None of the provisions of . Nothing in this Agreement shall create or be for the benefit of or enforceable by deemed to create any third Personparty beneficiary rights or any obligations in any Person or entity not a party to this Agreement. No party may assert any claim against any officer, including any creditor director, stockholder, partner or member of any Party party hereto (unless such officer, director, stockholder, partner or member is also a party hereto) under this Agreement with respect to any of their Affiliates, except (i) as provided in Section 6.11; (ii) as provided in Section 9.8; (iii) for the Financing Sources and their respective current former or future equity holders, controlling persons, Affiliates and Representatives, which shall be third party beneficiaries of Section 9.4, Section 9.5, Section 9.10 and this Section 9.6; and (iv) for the right of the MLP Unitholders the right to receive the Applicable Merger Consideration following the Effective Time and the right to be admitted as an Additional Limited Partner of Buyer in connection therewith. No such third Person shall obtain any right under any provision obligation arising out of this Agreement or shall by reason the transactions contemplated hereby. No assignment of any such provision make any claim in respect of any liability (or otherwise) against any Party. Without limiting the generality of the foregoing, nothing in this Agreement shall confer upon any employee, or legal representative or beneficiary thereof or other Person, of any rights or remedies, including any right to employment obligations hereunder may be made by either Invensys or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement or a right in any employee or beneficiary of such employee or other Person under any Employee Benefit Plan that such employee or beneficiary or other Person would not otherwise have under the terms of such plan, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective permitted successors and assigns, any rights, benefits or obligations hereunder. Purchaser (c) No Party may assign, transfer, dispose of or otherwise alienate this Agreement or any of its rights, interests or obligations under this Agreement (whether 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 assign this Agreement and any or all rights or obligations hereunder to (i) any Affiliate of Purchaser, (ii) any lender of Purchaser as collateral security or (iii) any successor in interest to Purchaser, provided that such successor in interest acquires all or substantially all of the Shares or all or substantially all of the assets of all of the Companies and all of the Subsidiaries. Any attempted Upon any such permitted assignment, transfer, disposition or alienation the references in violation of this Agreement to Purchaser shall be null, void and ineffectivealso apply to any such assignee unless the context otherwise requires.