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

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon any third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, 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. None of this Agreement or any of the rights, interests or obligations hereunder may be assigned or delegated, in whole or in part, by operation of law or otherwise, 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 null 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, the 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. This Agreement shall be binding upon and inure to the benefit of and be binding upon the Parties parties and their respective successors and permitted assigns. This Nothing in this Agreement is solely for the benefit of the Parties and should not shall create or be deemed to confer upon create any third parties party beneficiary rights or any remedy, claim, liability, reimbursement, cause of action obligations in any Person or other right in excess of those existing without reference entity not a party to this Agreement. Nothing in No party may assert any claim against any officer, director, stockholder, partner or member of any party hereto (unless such officer, director, stockholder, partner or member is also a party hereto) under this Agreement is intended with respect to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, 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. None obligation arising out of this Agreement or the transactions contemplated hereby. No assignment of this Agreement or of any of the rights, interests rights or obligations hereunder may be assigned made by either Invensys or delegated, in whole or in part, Purchaser (by operation operations of law or otherwise, by any Party ) without the prior written consent of the other Party to parties hereto and any attempted assignment without the required consents shall be void; PROVIDED, HOWEVER, that Purchaser may assign this Agreement being so assigned or delegated, and any such assignment or all rights or obligations hereunder (including, without such prior written consent shall be null limitation, Purchaser's rights to purchase the Shares and void. No such consent shall be required for the assignment of a Party’s Purchaser's rights and obligations under this Agreement if: (ato seek indemnification hereunder) 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 Affiliate of such consolidation or merger or Purchaser, (ii) shall transfer 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 its properties and/or assets to any Person; and (b) in any such case, the resulting, surviving Shares or assignee Person expressly assumes all or substantially all of the obligations assets of all of the relevant party (or its successors or Companies and all of the Subsidiaries. Upon any such permitted assignsassignment, as applicable) under the references in this Agreement. No assignment permitted by this Section 11.9 Agreement to Purchaser shall release also apply to any such assignee unless the assigning party from liability for the full performance of its obligations under this Agreementcontext otherwise requires.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Except as set forth in Sections 7.7, 7.12, 9.2, 9.3, 9.9, 11.3, 11.5, and 11.9 nothing in this Agreement or the Ancillary Agreements is solely for the benefit of the Parties and should not intended to create or shall create or be deemed to confer upon create any third parties any remedylegal or equitable rights, claimbenefits, liabilityclaims, reimbursement, cause causes of action or other right remedies with respect to the subject matter or any provisions hereof or thereof in excess or on behalf of those existing without reference any Person or entity not a party to this Agreement. Nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, 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. None No assignment of this Agreement or of any of the rights, interests rights or obligations hereunder may be assigned made by any Party, directly or delegated, in whole or in part, indirectly (by operation of law Law or otherwise), by any Party without the prior written consent of Purchaser (in the other Party to this Agreement being so assigned case of Seller) or delegated, Seller (in the case of Purchaser) and any such attempted assignment without such prior the required consents shall be void; provided, however, that without written consent shall be null and void. No such consent shall be required for the assignment of a Party’s any party hereto, (i) Purchaser may assign its rights and obligations under this Agreement if: (a) any party hereunder to this Agreement (or any of its successors or permitted assigns) (i) shall consolidate with or merge into any other Person controlled Affiliates and shall not be the continuing or surviving business entity of such consolidation or merger or (ii) shall transfer all or substantially all of Purchaser may assign its properties and/or assets rights hereunder as collateral security to any Person; senior secured lender to Purchaser. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and (b) in any such case, be enforceable by the resulting, surviving or assignee Person expressly assumes all of the obligations of the relevant party (or its Parties and their respective successors or and permitted assigns, as applicable) under this Agreement. No assignment of any obligations hereunder shall relieve the Parties of any such obligations. Upon any such permitted by assignment, the references in this Section 11.9 Agreement to Purchaser shall release also apply to any such assignee unless the assigning party from liability for the full performance of its obligations under this Agreementcontext otherwise requires.

Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of and be binding upon the Parties parties and their respective successors and permitted assigns. This Nothing in this Agreement is solely for the benefit of the Parties and should not shall create or be deemed to confer upon create any third parties party beneficiary rights or any remedy, claim, liability, reimbursement, cause of action obligations in any Person or other right in excess of those existing without reference entity not a party to this Agreement. Nothing in No party may assert any claim against any officer, director, stockholder, partner or member of any party hereto (unless such officer, director, stockholder, partner or member is also a party hereto) under this Agreement is intended with respect to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, 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. None obligation arising out of this Agreement or the transactions contemplated hereby. No assignment of this Agreement or of any of the rights, interests rights or obligations hereunder may be assigned made by either Invensys or delegated, in whole or in part, Purchaser (by operation of law or otherwise, by any Party ) without the prior written consent of the other Party to parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Purchaser may assign this Agreement being so assigned or delegated, and any such assignment without such prior written consent shall be null and void. No such consent shall be required for the assignment of a Party’s or all rights and or obligations under this Agreement if: (a) any party hereunder 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 Affiliate of such consolidation or merger or Purchaser, (ii) shall transfer 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 its properties and/or assets to any Person; and (b) in any such case, the resulting, surviving Shares or assignee Person expressly assumes all or substantially all of the obligations assets of all of the relevant party (or its successors or Companies and all of the Subsidiaries. Upon any such permitted assignsassignment, as applicable) under the references in this Agreement. No assignment permitted by this Section 11.9 Agreement to Purchaser shall release also apply to any such assignee unless the assigning party from liability for the full performance of its obligations under this Agreementcontext otherwise requires.