Common use of Binding Effect; Persons Benefiting; No Assignment Clause in Contracts

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns and any transferee of all or substantially all of the assets of such party and its Subsidiaries taken as a whole. This Agreement may not be assigned by any of the parties without the prior written consent of Buyer, in the case of any assignment by Seller, and Seller, in the case of any assignment by Buyer. Notwithstanding the immediately preceding sentence, (i) Buyer may collaterally assign the benefits of this Agreement, in whole or in part, to a lender or lenders as continuing collateral security for obligations owed to it or them; provided, however, that any such assignment shall not be effective until Closing; and (ii) prior to the Closing Date, D+H Ltd. may assign any of its rights or obligations under this Agreement to any Subsidiary of Parent and such assignment shall relieve D+H Ltd. of all of its obligations and liabilities hereunder after which such assignee shall alone be deemed a “Buyer” and “Acquirer II” for purposes of this Agreement; provided that for greater certainty any such assignment shall not relieve the Parent of any of its rights or obligations under this Agreement. Except as otherwise expressly set forth in Article VIII, no provision of this Agreement is intended or shall be construed to confer upon any entity or Person other than the parties and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Notwithstanding the foregoing, the rights, remedies and claims under Section 4.22(b) shall be for the benefit of (i) with respect to matters that arise prior to Closing or prior to or following termination of this Agreement, Seller, the Companies and their respective Subsidiaries, and any of their respective Representatives and (ii) with respect to matters that arise following Closing, Seller and its Representatives.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns and any transferee of all or substantially all of the assets of such party and its Subsidiaries taken as a whole. This Agreement may not be assigned by any of the parties without the prior written consent of Buyer, in the case of any assignment by Seller, and Seller, in the case of any assignment by Buyer. Notwithstanding the immediately preceding sentence, (i) Buyer may collaterally assign the benefits of this Agreement, in whole or in part, to a lender or lenders as continuing collateral security for obligations owed to it or them; provided, however, that any such assignment shall not be effective until Closing; and (ii) prior to the Closing Date, D+H Ltd. may assign any of its rights or obligations under this Agreement to any Subsidiary of Parent and such assignment shall relieve D+H Ltd. of all of its obligations and liabilities hereunder after which such assignee shall alone be deemed a “Buyer” and “Acquirer II” for purposes of this Agreement; provided that for greater certainty any such assignment shall not relieve the Parent of any of its rights or obligations under this Agreementassigns. Except as otherwise expressly set forth in contemplated by Section 5.14, Section 5.18, Article VIIIIX and this Article X, no provision of this Agreement is intended or shall be construed to confer upon any entity or Person other than the parties and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Notwithstanding This Agreement may not be assigned by any of the foregoingparties without the prior written consent of the Buyers, in the case of any assignment by any Seller, the rightsCompany or the General Partner, remedies or of the Sellers, in the case of any assignment by the Buyers; provided that, so long as any such assignment would not (x) reasonably be expected to have the effect of delaying in any material respect or preventing the consummation of the transactions contemplated hereby, and/or (y) result in the imposition of any additional costs (other than de minimis costs) on any Buyer (in the case of an assignment by any Seller) or on any Seller, the Company or the General Partner (in the case of an assignment by any Buyer) , (a) a Seller may assign, by operation of law or otherwise, in whole or in part, pursuant to a written instrument in a form reasonably acceptable to the Buyers, this Agreement or any or all of its rights and claims under Section 4.22(bobligations hereunder to one or more controlled Affiliates of a Seller, provided, further, however, that, in addition to the Sellers, any such assignee(s) shall be for deemed to make the benefit representations of (i) with respect to matters that arise prior to Closing or prior to or following termination such Seller contained in Article II of this Agreement, Seller, the Companies and their respective SubsidiariesAgreement for all purposes hereof, and (b) Parent Buyer may assign, by operation of law or otherwise, in whole or in part, pursuant to a written instrument in a form reasonably acceptable to the Sellers, this Agreement or any or all of their respective Representatives its rights and (ii) with respect obligations hereunder to matters that arise following Closingone or more controlled Affiliates of Parent Buyer, Seller including the assignment of its rights to purchase the Company Interests to one controlled Affiliate and its Representativesrights to purchase the GP Interests to another controlled Affiliate, provided, further, however, that, in addition to the Parent Buyer, any such assignee(s) shall be deemed to make the representations of the Parent Buyer contained in Article IV of this Agreement for all purposes hereof. Any assignment permitted pursuant to this Section 10.6 shall not relieve the assignor from any obligation under this Agreement.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties Parties and their respective successors and permitted assigns and any transferee of all or substantially all of the assets of such party Party and its Subsidiaries taken as a whole. This Agreement may not Except for Section 6.7, Section 6.8, Section 11.9, Section 11.13 and Article 10 (each of which shall be assigned by any for the benefit of the parties without the prior written consent of Buyer, in the case of any assignment by SellerPersons set forth therein, and Sellereach such Person shall be an intended third-party beneficiary thereof and shall have the rights, in benefits and remedies provided for therein), and Section 11.1, Section 11.7, Section 11.11, Section 11.12 and Section 11.16 and this Section 11.8 (each of which shall be for the case benefit of any assignment by Buyer. Notwithstanding the immediately preceding sentenceFinancing Sources, (i) Buyer may collaterally assign and each Financing Source shall be an intended third-party beneficiary thereof and shall be entitled to rely on and enforce the benefits of this Agreement, in whole or in part, to a lender or lenders as continuing collateral security for obligations owed to it or them; provided, however, that any such assignment shall not be effective until Closing; and (ii) prior to the Closing Date, D+H Ltd. may assign any of its rights or obligations under this Agreement to any Subsidiary of Parent and such assignment shall relieve D+H Ltd. of all of its obligations and liabilities hereunder after which such assignee shall alone be deemed a “Buyer” and “Acquirer II” for purposes of this Agreement; provided that for greater certainty any such assignment shall not relieve the Parent of any of its rights or obligations under this Agreement. Except as otherwise expressly set forth in Article VIIIterms thereof), no provision of this Agreement is intended or shall be construed to confer upon any entity or Person other than the parties Parties and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Notwithstanding This Agreement may not be assigned without the foregoingprior written consent of Buyer, in the rights, remedies and claims under Section 4.22(b) shall be for the benefit case of (i) with respect to matters that arise prior to Closing or prior to or following termination of this Agreement, any assignment by Seller, or Seller, in the Companies and their respective Subsidiariescase of any assignment by Buyer; provided that (a) on or after the Closing, and any of their respective Representatives this Agreement may be collaterally assigned to the Financing Sources and (iib) with respect Buyer may assign or delegate its rights and/or obligations under this Agreement to matters any one of its Affiliates without the consent of any other Party (except that arise following Closing, Seller and such assignment or delegation shall not relieve Buyer of its Representativesobligations hereunder).

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties Parties hereto and their respective successors and assigns permitted assigns. From and any transferee after the Effective Time, each D&O Indemnified Party shall be an express third party beneficiary of all or substantially all Section 5.7 and each Parent Indemnified Party and Company Indemnified Party shall be an express third party beneficiary of the assets of such party and its Subsidiaries taken as a whole. This Agreement may not be assigned by any of the parties without the prior written consent of Buyer, in the case of any assignment by Seller, and Seller, in the case of any assignment by Buyer. Notwithstanding the immediately preceding sentence, (i) Buyer may collaterally assign the benefits of this Agreement, in whole or in part, to a lender or lenders as continuing collateral security for obligations owed to it or themArticle VII; provided, however, that any such assignment all rights and remedies of the Company Indemnified Parties shall not be effective until Closing; asserted only by and (ii) prior to through the Closing Date, D+H Ltd. may assign any of its rights or obligations under this Agreement to any Subsidiary of Parent and such assignment shall relieve D+H Ltd. of all of its obligations and liabilities hereunder after which such assignee shall alone be deemed a “Buyer” and “Acquirer II” for purposes of this Agreement; provided that for greater certainty any such assignment shall not relieve the Parent of any of its rights or obligations under this AgreementShareholders’ Representative. Except as otherwise expressly set forth in Article VIIIthe foregoing sentence, no provision of nothing in this Agreement is intended or shall be construed to confer upon any entity or Person person other than the parties Parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Notwithstanding This Agreement may not be assigned by any of the foregoing, Parties hereto without the rights, remedies prior written consent of the other Parties hereto and claims under Section 4.22(b) any purported assignment or other transfer without such consent shall be void and unenforceable, provided, however, that without such prior consent, Parent shall have the right to assign all or any part of its right, title, interest or obligations hereunder to any wholly owned Subsidiary of Parent, provided that Parent remains liable for the benefit of (i) with respect to matters that arise prior to Closing or prior to or following termination of this Agreement, Seller, the Companies and their respective Subsidiaries, and any of their respective Representatives and (ii) with respect to matters that arise following Closing, Seller and its Representativesobligations hereunder notwithstanding a permitted assignment.