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 not a party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either the Seller or the 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 prior to or after the Closing, the Purchaser may assign all or any part of its rights hereunder to (i) any Affiliate of the Purchaser, provided that no such assignment shall relieve the Purchaser of its obligations hereunder, (ii) any financial institution, lender, or investor providing to the Purchaser debt or equity financing in connection with the transactions contemplated hereby, provided that no such assignment shall relieve the Purchaser of its obligations hereunder, or (iii) any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and assets of the Purchaser or its Subsidiaries.

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 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 this the Agreement or of any rights or obligations hereunder may be made by either the Seller 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, however, provided however that prior to or after the Closing, the Purchaser may (i) assign any or all or any part of its rights hereunder to one or more affiliates or designees (i) any Affiliate of the Purchaser, provided that no such assignment Purchaser shall relieve the Purchaser remain liable for all of its obligations hereunder, ) and (ii) may assign this Agreement as collateral to its sources of financing. Upon any financial institutionsuch permitted assignment or designation, lender, 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 investor providing to any rights or obligations hereunder shall increase the Purchaser debt or equity financing in connection with the transactions contemplated hereby, provided that no such assignment shall relieve the Purchaser of its obligations hereunder, or (iii) any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all liability of the business and assets of the Purchaser or its SubsidiariesSellers 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 party beneficiary rights in any Person not a party to this AgreementAgreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either the Seller or the Purchaser Purchaser, directly or indirectly (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 prior to or after notwithstanding the Closingforegoing, the Purchaser may assign this Agreement and any or all rights or any part of its obligations hereunder (including, without limitation, the Purchaser's rights hereunder to (ipurchase the Shares and the Purchaser's rights to seek indemnification hereunder) any Affiliate to one or more Subsidiaries of the PurchaserPurchaser without the consent of the Seller, provided further that no upon such assignment shall relieve assignment, the Purchaser guarantees all of its obligations hereunder, (ii) . No assignment of any financial institution, lender, or investor providing to the Purchaser debt or equity financing in connection with the transactions contemplated hereby, provided that no such assignment obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment by the Purchaser, the references in this Agreement to Purchaser of its obligations hereunder, or (iii) shall also apply to any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of such assignee unless the business and assets of the Purchaser or its Subsidiariescontext otherwise requires.