Common use of Enforceability; Third-Party Beneficiary Clause in Contracts

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, and subject further to Section 7 and Section 8, as though the Company were a party hereto. None of Holdco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The Company is a third-party beneficiary of this letter agreement to the extent and only to the extent that it seeks specific performance to cause Parent and/or Merger Sub to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment in accordance with, and subject to the limitations contained in, Section 9.08 of the Merger Agreement. Parent is a third-party beneficiary of the first sentence of Section 6. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, and subject further to Section 7 6 and Section 87, as though the Company were a party hereto. None of Holdco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The Company is a third-party beneficiary of this letter agreement to the extent and only to the extent that it seeks specific performance to cause Parent and/or Merger Sub to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment in accordance with, and subject to the limitations contained in, Section 9.08 of the Merger Agreement. Parent is a third-party beneficiary of the first sentence of Section 65. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement.