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. No assignment of 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 that Sellers shall be given notice thereof) or Invensys, or (c) following the Closing, the Purchaser may assign any or all of its rights and obligations to any successor in interest to Purchaser; provided that such successor in interest acquires all or substantially all of the assets or equity of the Companies and the 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.

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 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 Agreementbeneficiaries of the Xerox Provisions. No assignment of this Agreement or of any rights or obligations hereunder may be made by either InvensysSeller or Purchaser, Sellers directly or Purchaser 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, (a) provided that each party hereto Purchaser may assign its rights (but not its obligations) under 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 Ancillary Agreement to any institutional lender that provides funds to Purchaser Debt Financing Source or its Affiliates without any Affiliate thereof as collateral security in connection with the consent Debt Financing. No assignment of Sellers (provided that Sellers any obligations hereunder shall be given notice thereof) or Invensys, or (c) following relieve the Closing, the Purchaser may assign Parties of any or all of its rights and obligations to any successor in interest to Purchaser; provided that such successor in interest acquires all or substantially all of the assets or equity of the Companies and the Subsidiariesobligations. 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.

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 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 intended to create or shall create or be deemed to create any third party beneficiary rights legal or equitable rights, benefits, claims, causes of action or remedies with respect to the subject matter or any provisions hereof or thereof in or on behalf of any person Person or entity not a party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Invensysany Party, Sellers directly or Purchaser indirectly (by operation of Law or otherwise) ), without the prior written consent of Purchaser (in the other parties hereto case of Seller) or Seller (in the case of Purchaser) 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 written consent of Sellers any party hereto, (provided that Sellers shall be given notice thereofi) or Invensys, or (c) following the Closing, the Purchaser may assign any or all of its rights and obligations hereunder to any successor in interest of its controlled Affiliates and (ii) Purchaser may assign its rights hereunder as collateral security to any senior secured lender to Purchaser; provided that . Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. No assignment of any obligations hereunder shall relieve the Parties of any such successor in interest acquires all or substantially all of the assets or equity of the Companies and the Subsidiariesobligations. 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.

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 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 Invensysthe Seller or the Purchaser, Sellers directly or Purchaser 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, (a) that each party hereto notwithstanding the foregoing, the Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, with respect without limitation, the Purchaser's rights to purchase the Shares and the Purchaser, 's rights to a Purchaser designee pursuant to Section 1.3 hereofseek indemnification hereunder) to any Affiliate one or more Subsidiaries 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 the Purchaser or its Affiliates without the consent of Sellers (the Seller, provided further that Sellers shall be given notice thereof) or Invensys, or (c) following the Closingupon such assignment, the Purchaser may assign any or guarantees all of its rights and obligations to hereunder. No assignment of any successor in interest to Purchaser; provided that obligations hereunder shall relieve the parties hereto of any such successor in interest acquires all or substantially all of the assets or equity of the Companies and the Subsidiariesobligations. Upon any such permitted assignment or designationby the Purchaser, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires.