Common use of No Assignment or Benefit to Third Parties Clause in Contracts

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties hereto and any purported assignment in violation of the foregoing shall be null and void ab initio. Except as expressly set forth in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding Subject to the foregoingprovisions of Sections 2.4 and 6.13, no party to this Agreement may assign any of its rights or delegate any of its duties or obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto party hereto, and (ii) Buyer may, by written notice, assign any purported and all of its rights under this Agreement (A) to one or more of its wholly owned subsidiaries (but no such assignment in violation shall relieve Buyer of any of its duties or obligations hereunder) or (B) to the foregoing shall be null and void ab initioFinancing Sources for collateral security purposes. Except as expressly set forth in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation , except for the rights of the foregoing, (a) Financing Sources pursuant to this Section 11.6 (Equitable Relief)10.3, Section 11.18 (Legal Representation) 10.2, Section 9.2, Section 10.10 and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, 10.17. (b) Article IX (Survival; Prior to the Closing, Buyer Acknowledgment) shall not convey, transfer or lease its properties and Article XI (Miscellaneous) assets substantially as an entirety to any Person, unless the Person which acquires by conveyance or transfer, or which leases, the properties and assets of Buyer substantially as an entirety shall expressly assume, by an instrument in writing, executed and delivered to Seller, in form reasonably satisfactory to Seller, the due and punctual payment of any amounts due from Buyer at or prior to the Closing hereunder and the performance or observance of every covenant of this Agreement on the part of Buyer to be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party heretoperformed or observed at or prior to the Closing.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto party hereto, except, in whole or in part, (a) as provided in Section 9.5, (b) with respect to Seller’s rights and obligations, [following the Closing to any purported assignment entity]to a limited number of entities acting on behalf of Seller’s estate [(provided, that no]that are designed by Seller and reasonably acceptable (including in violation terms of the foregoing number of entities and the form and identity of each such entity) to the Buyer (each a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be null bound by the obligations and void ab initio. Except as expressly Liabilities of the Seller set forth in this Section 11.3Agreement and (ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder)]Section 9.3 shall not relieve Seller of any of its obligations or Liabilities under this Agreement unless Seller provides the Buyer with a guarantee of the obligations and Liabilities of such Permitted Assignee under this Agreement that is in form and substance reasonably acceptable to the Buyer, Section 5.5 (Directors’ c) to Friendco under the Exchange Agreement (provided, that in the event of any such assignment (i) and Officers’ Exculpationonly so long as Friendco does not provide any Excluded Books and Records to Buyer or any of its Affiliates, the Books and Records shall be deemed to include the Excluded Books and Records, the final proviso to the definition of “Books and Records” shall be deemed deleted and upon request of Buyer the Excluded Books and Records will be delivered to Friendco and (ii) Friendco shall not be entitled to any Retained Claims or the proceeds thereof) and (d) by Buyer to one or more direct or indirect wholly owned Subsidiaries of Buyer (provided, that Buyer identifies such Subsidiary and the rights and obligations to be assigned on or before Closing; Indemnificationprovided, further, that no such assignment by Buyer to a wholly owned Subsidiary under this clause (d) will relieve Buyer of its Liabilities hereunder). Any assignment or transfer permitted hereunder shall be evidenced in writing signed by the assignor and assignee, a copy of which shall be delivered to the other party hereto. In connection with any assignment by Seller of its rights and obligations under the Friendco Purchase Agreement to any Permitted Assignees (as defined in the Friendco Purchase Agreement), Section 11.5 such Permitted Assignees (Satisfaction as defined in the Friendco Purchase Agreement) will agree, in form and substance reasonably acceptable to Buyer, to be bound by and liable for Seller’s obligations and Liabilities hereunder; provided, that no such agreement will relieve Seller of Obligations)any of its obligations or Liabilities hereunder. In connection with any assignment, Section 11.15 (Non-Recourse)transfer or delegation by Buyer to Friendco as permitted above, Section 11.18 (Legal Representation)Buyer shall be relieved of any Liability so assigned, Article IX transferred or Article Xdelegated, nothing to the extent Seller has the right to enforce in full against Friendco any such Liability. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto party hereto, except, in whole or in part, (a) as provided in Section 9.5, (b) with respect to Seller’s rights and obligations, [following the Closing to any purported assignment entity]to a limited number of entities acting on behalf of Seller’s estate [(provided, that no]that are designated by Seller and reasonably acceptable (including in violation terms of the foregoing number of entities and the form and identity of each such entity) to the Buyer (each, a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be null bound by the obligations and void ab initio. Except as expressly Liabilities of the Seller set forth in this Section 11.3, Section 5.5 Agreement and (Directors’ ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder]Section 9.3 shall not relieve Seller of any of its obligations or Liabilities under this Agreement unless Seller provides the Buyer with a guarantee of the obligations and Officers’ Exculpation; IndemnificationLiabilities of such Permitted Assignee under this Agreement that is in form and substance reasonably acceptable to the Buyer), Section 11.5 (Satisfaction c) to Friendco under the Exchange Agreement and (d) by Buyer to one or more direct or indirect wholly owned Subsidiaries of ObligationsBuyer (provided, that Buyer identifies such Subsidiary and the rights and obligations to be assigned on or before Closing; provided, further, that no such assignment by Buyer to a wholly owned Subsidiary under this clause (d) will relieve Buyer of its Liabilities hereunder). Any assignment or transfer permitted hereunder shall be evidenced in writing signed by the assignor and assignee, a copy of which shall be delivered to the other party hereto. In connection with any assignment by Seller of its rights and obligations under the Friendco Purchase Agreement to any Permitted Assignees (as defined in the Friendco Purchase Agreement), Section 11.15 such Permitted Assignees (Non-Recourse)as defined in the Friendco Purchase Agreement) will agree, Section 11.18 (Legal Representation)in form and substance reasonably acceptable to Buyer, Article IX to be bound by and liable for Seller’s obligations and Liabilities hereunder; provided, that no such agreement will relieve Seller of any of its obligations or Article XLiabilities hereunder. In connection with any assignment, nothing transfer or delegation by Buyer to Friendco as permitted above, Buyer shall be relieved of any Liability so assigned, transferred or delegated to the extent Seller has the right to enforce in full against Friendco any such Liability. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or delegate any of its duties or obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto party hereto, provided that Buyer may, by written notice, assign any and any purported all of its rights under this Agreement (A) to one or more of its wholly owned Subsidiaries or (B) to the Committed Financing Sources for collateral security purposes (but no such assignment referred to in violation of the foregoing clause (A) or (B) shall be null and void ab initiorelieve Buyer of any of its duties or obligations hereunder). Except as expressly set forth in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation , except for the rights of the foregoing, (a) Financing Sources pursuant to this Section 11.6 (Equitable Relief)10.3, Section 11.18 (Legal Representation) 10.2, Section 9.2, Section 10.11 and this sentence of Section 11.3 (No Assignment or Benefit 10.17 and Outside Counsel pursuant to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, 10.18. (b) Article IX (Survival; Prior to the Closing, Buyer Acknowledgment) shall not convey, transfer or lease its properties and Article XI (Miscellaneous) assets substantially as an entirety to any Person, unless the Person which acquires by conveyance or transfer, or which leases, the properties and assets of Buyer substantially as an entirety shall expressly assume, by an instrument in writing, executed and delivered to Seller, in form reasonably satisfactory to Seller, the due and punctual payment of any amounts due from Buyer at or prior to the Closing hereunder and the performance or observance of every covenant of this Agreement on the part of Buyer to be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party heretoperformed or observed at or prior to the Closing.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto Buyer, Seller and SE Capital Funding and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoingNone of Buyer, no party to this Agreement Seller and SE Capital Funding may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance of doubt, no merger or sale of securities of Buyer or Seller or SE Capital Funding or any entity that directly or indirectly controls any of Buyer or Seller or SE Capital Funding shall constitute an assignment hereunder), without the prior written consent of the other parties hereto others, except as provided in Section 11.5, and any attempted or purported assignment in violation of the foregoing this Section 11.3 shall be null and void ab initiovoid; provided that, after the Closing, (a) Buyer may, in its sole discretion, without the consent of Seller or SE Capital Funding assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of Buyer and (b) Seller or SE Capital Funding may, without the consent of Buyer, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate; provided that, in either case, (i) such assignment shall not relieve the assigning party of its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the Closing, each Person that is an Indemnified Party but not a party to this Agreement, shall be an express third-party beneficiary of Section 7.14. Except as expressly set forth in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article Xthe immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto to this Agreement and their respective successors, legal representatives successors and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto party hereto, except, in whole or in part, (a) as provided in Section 9.5, (b) with respect to Seller’s rights and obligations, following the Closing to any purported entity acting on behalf of Seller’s estate (provided, that no such assignment in violation by Seller under this clause (b) will relieve Seller of its Liabilities hereunder), (c) to Friendco under the foregoing Exchange Agreement and (d) by Buyer to one or more direct or indirect wholly owned Subsidiaries of Buyer (provided, that Buyer identifies such Subsidiary and the rights and obligations to be assigned on or before Closing; provided, further, that no such assignment by Buyer to a wholly owned Subsidiary under this clause (d) will relieve Buyer of its Liabilities hereunder). Any assignment or transfer permitted hereunder shall be null evidenced in writing signed by the assignor and void ab initioassignee, a copy of which shall be delivered to the other party hereto. Except In connection with any assignment, transfer or delegation by Buyer to Friendco as expressly set forth permitted above, Buyer shall be relieved of any Liability so assigned, transferred or delegated to the extent Seller has the right to enforce in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X, nothing full against Friendco any such Liability. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties party hereto and any purported assignment in violation of the foregoing shall be null and void ab initiovoid; provided, however, that, without such consent, each of Buyer and Merger Sub may assign this Agreement and its rights hereunder to its Financing Sources as collateral security for Indebtedness; provided, that no such assignment shall relieve Buyer or Merger Sub of its obligations hereunder. Except as to the extent expressly set forth in this Section 11.35.5, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification12.2, Section 12.9, Section 12.16, Section 12.18(e), Section 11.5 (Satisfaction of Obligations), 12.19 and Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X12.20, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, the parties hereto Company, the Stockholders and the Stockholders’ Representative, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement. In furtherance and not in limitation of Notwithstanding the foregoing, the Fully Diluted Common Holders are third-party beneficiaries of this Agreement and may suffer losses for any breach of this Agreement by the Buyer (aor, after the Closing, the Surviving Corporation) Section 11.6 (Equitable Relief)or the Merger Sub. The provisions of this Agreement are intended for the benefit of, Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party heretothe Stockholders’ Representative for the benefit of, the Fully Diluted Common Holders, and the Stockholders’ Representative shall have the right, but not the obligation, to enforce any obligations of the extent rights are granted in Section 11.18 to DechertBuyer, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party heretothe Merger Sub, or the Surviving Corporation under this Agreement for the benefit of the Fully Diluted Common Holders.

No Assignment or Benefit to Third Parties. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assignsassigns (it being agreed that, prior to any sale or other disposition (regardless of form of transaction) to any Person of all or substantially all of the assets of Seller remaining following the consummation of the transactions contemplated hereby, Seller shall notify such Person of the obligations of Seller under this Agreement, the Ancillary Agreements and the Restructuring Agreements, and shall cause any such Person to be bound (including for the express benefit of Buyer and any other Buyer Indemnified Party) by the provisions hereof as a successor to Seller). Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto party hereto, except that Buyer may assign all or any portion of this Agreement to one or more Affiliates (whether or not existing as of the date of this Agreement) or, with the agreement of Seller, other Persons, upon notice to Seller and subject to this Section 8.3, as a Designated Buyer hereunder (each such assignee, a “Designated Buyer”); provided that no such assignment shall relieve Buyer from its obligations hereunder without the consent of Seller (in its sole discretion). Buyer shall deliver the notice contemplated above two (2) Business Days prior to the Closing, and such notice shall set forth the Transferred Assets, Shares, GmbH Shares, equity securities of a Transferred Subsidiary and/or other rights or property to be conveyed at Closing, that such Designated Buyer is to acquire at Closing. Upon the assignment contemplated hereby, each Designated Buyer shall be deemed a “Buyer” for purposes of this Agreement in connection with the acquisition of the Transferred Assets, Shares, GmbH Shares, equity securities of a Transferred Subsidiary or other rights or property set out in the designation (and any purported assignment reference to ”Buyer” herein in violation connection therewith shall automatically be deemed to be a reference to such Designated Buyer) and such Designated Buyer shall automatically be assigned the rights of the foregoing shall be null and void ab initioBuyer under this Agreement necessary in connection with such designation. Except as expressly set forth in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance ; provided that the PSA Buyer shall be an express third-party beneficiary of, and not in limitation shall be entitled to rely on, Section 4.12(b) and this Section 8.3; and provided, further, that the Financing Sources and their respective Affiliates, and the officers, directors, employees, attorneys, advisors, agents and representatives of the foregoing, shall be express third-party beneficiaries of, and shall be entitled to rely on, Section 7.2, Section 7.3, Section 8.2, Sections 8.8, Section 8.14 and this Section 8.3. Notwithstanding anything to the contrary contained herein, Section 7.2, Section 7.3, Section 8.2, Sections 8.8(b) or (a) Section 11.6 (Equitable Reliefc), Section 11.18 (Legal Representation) 8.14 and this sentence Section 8.3 (and any provision of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, this Agreement to the extent rights are granted a modification, waiver or termination of such provision would modify the substance of Section 7.2, Section 7.3, Section 8.2, Sections 8.8(b) or 8.8(c), Section 8.14 or this Section 8.3) may not be modified, waived or terminated in Section 11.18 a manner that impacts or is adverse in any respect to Dechertthe Financing Sources and their respective Affiliates, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto the officers, directors, employees, attorneys, advisors, agents and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party heretorepresentatives of the foregoing, without the prior written consent of the Financing Sources.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties party hereto and any purported assignment in violation of the foregoing shall be null and void ab initio; provided, however, that (a) at least five (5) Business Days prior to Closing, in writing to Seller, Buyer may designate one or more of its Affiliates as a transferee of all or any portion of the Transferred Securities and/or any other Equity Interests of the Purchased Companies, and at Closing, such Transferred Securities or other Equity Interests of the Purchased Companies so designated shall be sold, assigned, conveyed and delivered to such identified Affiliate of Buyer, it being acknowledged that the foregoing provision shall not relieve Buyer of any of its obligations under this Agreement (provided, however, no such designation or transfer contemplated in this clause (a) shall be permitted if such designation or transfer could reasonably be expected to delay the consummation of Closing or cause the Seller, the Purchased Companies (prior to Closing) or any Affiliate of the foregoing to incur any out-of-pocket costs, fees, taxes, charges or other expenses of any nature (unless the Buyer is willing to reimburse the Seller, the Purchased Companies or any Affiliate for such costs, fees, taxes, charges or expenses)), and (b) Buyer may collaterally assign its rights under this Agreement to its debt financing sources (including the Financing Sources) or any collateral agent or trustee therefor without any other parties’ consent. Except as expressly set forth in this Section 11.311.15, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation)11.16, Article IX or Article XIX, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto Buyer, the Company and the Seller, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement. In furtherance and not in limitation of Notwithstanding the foregoing, (aA) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) 11.16 and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were was directly party hereto, to the extent rights are granted in Section 11.18 11.16 to Dechert, and (bB) Article IX (Survival; Buyer Acknowledgment) this Section 11.3, and Article XI (Miscellaneous) Section 11.2, Section 11.9, Section 11.10, and Section 11.15 shall each inure to the benefit of, and be enforceable by by, each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto Financing Source and (c) Article XI (Miscellaneous) its successors and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party heretoassigns.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party to this Agreement (a) none of Parent, Merger Sub or the Surviving Company may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties hereto Shareholder Representative, except that without obtaining such consent Parent or Merger Sub or the Surviving Company may assign any of its rights or delegate any of its obligations, in its sole discretion, under this Agreement to any of their respective controlled Affiliates (provided that Parent shall remain responsible for the performance of its obligations hereunder) and (b) the Company may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Parent; any purported assignment in violation of the foregoing shall be null and void ab initio. Except as expressly set forth in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification)5.5, Section 11.5 (Satisfaction of Obligations)11.5, Section 11.15 (Non-Recourse)11.15, Section 11.18 (Legal Representation)11.18, Article IX or Article X, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto hereto, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement. In furtherance [***] (y) the Shareholder is a third party beneficiary of this Agreement and not in limitation may suffer losses for any breach of this Agreement by Parent (or, after the foregoingClosing, the Surviving Company) or Merger Sub, and (az) Section 11.6 (Equitable Relief)11.15, Section 11.18 (Legal Representation) 9.2, Section 11.6, Section 11.9, Section 11.10 and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Selling Party and each applicable Non-Recourse Party as if such Non-Recourse Party Person was directly a party hereto hereto, to the *** Certain information on this page has been omitted and (c) Article XI (Miscellaneous) filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. extent rights are granted in Section 5.5 (Directors’ 11.15 are granted to such Person. The provisions of this Agreement are intended for the benefit of, and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party heretothe Shareholder Representative for the benefit of the Shareholder, and the Shareholder Representative shall have the right, but not the obligation, to enforce any obligations of Parent, Merger Sub, or the Surviving Company under this Agreement for the benefit of the Shareholder.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto party hereto, except, in whole or in part, (a) as provided in Section 9.5, (b) with respect to Seller's rights and obligations, following the Closing to any purported entity acting on behalf of Seller's estate (provided, that no such assignment in violation by Seller under this clause (b) will relieve Seller of its Liabilities hereunder), (c) to Friendco under the foregoing Exchange Agreement and (d) by Buyer to one or more direct or indirect wholly owned Subsidiaries of Buyer (provided, that Buyer identifies such Subsidiary and the rights and obligations to be assigned on or before Closing; provided, further, that no such assignment by Buyer to a wholly owned Subsidiary under this clause (d) will relieve Buyer of its Liabilities hereunder). Any assignment or transfer permitted hereunder shall be null evidenced in writing signed by the assignor and void ab initioassignee, a copy of which shall be delivered to the other party hereto. Except In connection with any assignment, transfer or delegation by Buyer to Friendco as expressly set forth permitted above, Buyer shall be relieved of any Liability so assigned, transferred or delegated to the extent Seller has the right to enforce in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X, nothing full against Friendco any such Liability. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties hereto party hereto; provided, however, that (i) notwithstanding anything to the contrary herein, after the Closing, each of Cooperatief and CLS 2 BV may (in connection with its liquidation, dissolution or winding-up) assign any purported assignment or all of its rights and delegate any or all of its obligations under this Agreement and each Ancillary Agreement in violation each case to CBH without such consent (whereupon Cooperatief and CLS 2 BV shall cease to have any further liabilities or obligations hereunder and thereunder), provided that CBH shall thereafter be obligated to perform and satisfy all of Cooperatief’s and CLS 2 BV’s obligations and liabilities hereunder and thereunder, it being understood, that the foregoing shall be null not in any way diminish or relieve CBH of the aggregate obligations of the Sellers set forth in this Agreement and void ab initioeach Ancillary Agreement, (ii) Buyer may assign any or all of its rights and obligations under this Agreement to any of its Affiliates, so long as Buyer remains jointly and severally obligated to satisfy all of Buyer’s obligations under the terms of this Agreement, and (iii) on and after the Closing, Buyer may pledge its rights under this Agreement in whole or part to the Financing Sources as collateral in connection with the Debt Financing. Except as expressly set forth in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; IndemnificationSections 5.2(b), Section 11.5 (Satisfaction of Obligations)5.7, Section 11.15 (Non-Recourse)11.5, Section 11.18 (Legal Representation)or 11.15, Article Articles IX or Article X, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Sellers, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement. In furtherance and not in limitation ; provided that the Financing Sources are intended third party beneficiaries of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence last three sentences of Section 11.3 (No Assignment or Benefit to Third Parties) 10.3 and the last two sentences of Section 11.9 and each Financing Source shall be enforceable by Dechert LLP entitled to enforce its rights under those sentences (“Dechert”) as if Dechert were directly party heretoand no amendment or modification to, or having the effect of modifying, such sentences in any respect relating to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall Financing Sources may be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party heretomade without the prior written consent of the Financing Sources).

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto hereto, except, in whole or in part, (a) with respect to Seller, to a limited number of entities acting on behalf of Seller’s estate that are designated by Seller and any purported assignment reasonably acceptable (including in violation terms of the foregoing number of entities and the form and identity of each such entity) to Buyer (each a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be null bound by the obligations and void ab initio. Except as expressly liabilities of the Seller set forth in this Agreement and (ii) such assignment by Seller under this Section 11.37.3 shall relieve Seller of any of its obligations or liabilities under this Agreement if, Section 5.5 but only if, Seller provides Buyer with an indemnification agreement (Directors’ in form and Officers’ Exculpationsubstance reasonably acceptable to Buyer, it being understood that the amount or nature of the remaining assets or liabilities of Seller shall not be a factor in such determination) indemnifying Buyer for any breach of the obligations and liabilities of the Permitted Assignee, in which case such assignee or transferee shall be substituted for Seller for all purposes of this Agreement, (b) with respect to Buyer, (i) to Time Warner NY Cable LLC or its Affiliates under the Exchange Agreement (subject to further assignment by Time Warner NY Cable LLC to its Affiliates) or (ii) to any Affiliate of Buyer; Indemnification)provided, Section 11.5 that no such assignment pursuant to clause (Satisfaction b)(ii) or, with respect to an assignment by Time Warner NY Cable LLC to its Affiliates or by Buyer to any Affiliate of Obligations)Comcast Corporation, Section 11.15 clause (Non-Recourse)b)(i) of this sentence shall relieve the assignor of its obligations hereunder; provided, Section 11.18 further, that in the case of any such assignment pursuant to clause (Legal Representation)b) other than to Time Warner NY Cable LLC, Article IX the assignee shall appoint either Buyer or Article XTime Warner NY Cable LLC as its agent under the Escrow Agreement and such agent shall be the only party entitled to take action on behalf of such assignee pursuant to this Agreement. In connection with any assignment, nothing transfer or delegation by Buyer to Time Warner NY Cable LLC or any Affiliate of Time Warner NY Cable LLC as permitted above, Buyer shall be relieved of any liability or obligation so assigned, transferred or delegated to the extent Seller has the right to enforce in full against Time Warner NY Cable LLC any such liability or obligation. Any assignment or transfer permitted hereunder shall be evidenced in writing signed by the assignor and assignee, a copy of which shall be delivered to the other parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Escrow Agent and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto party hereto, except as provided in Section 9.5 and except that Buyer may assign any and all of its rights under this Agreement or any Ancillary Agreement to (i) one or more of its wholly owned subsidiaries or a Person with the same equity security holders as Buyer (provided that such Person (1) has the same equity security holders in the same percentages as Buyer up until the Closing and (2) unconditionally assumes Buyer’s obligations under this Agreement, the Ancillary Agreements and Financing Commitments), (ii) in connection with a merger or consolidation involving Buyer or the Business or other disposition of all or substantially all of the assets or any of the divisions of Buyer or the Business, or (iii) any lender providing financing to Buyer or any of its Affiliates, for collateral security purposes and any purported subsequent acquiror of assets from or at the direction of such lender (but no such assignment in violation of the foregoing shall be null and void ab initio. Except as expressly set forth in this Section 11.3, Section 5.5 pursuant to clauses (Directors’ and Officers’ Exculpation; Indemnificationi), Section 11.5 (Satisfaction ii) or (iii) shall relieve Buyer of Obligationsany of its obligations hereunder), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X, nothing . Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not For the avoidance of doubt, nothing contained in limitation this Section 9.3 shall require Buyer’s consent for an (i) acquisition of Seller, whether by merger, operation of Law or otherwise or (ii) assignment by Seller of the foregoing, (a) IRR Payment contemplated by Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto2.14.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto hereto, except, in whole or in part, (a) with respect to Seller, to a limited number of entities acting on behalf of Seller’s estate that are designated by Seller and any purported assignment reasonably acceptable (including in violation terms of the foregoing number of entities and the form and identity of each such entity) to Buyer (each a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be null bound by the obligations and void ab initio. Except as expressly liabilities of the Seller set forth in this Agreement and (ii) such assignment by Seller under this Section 11.37.3 shall relieve Seller of any of its obligations or liabilities under this Agreement if, Section 5.5 but only if, Seller provides Buyer with an indemnification agreement (Directors’ in form and Officers’ Exculpationsubstance reasonably acceptable to Buyer, it being understood that the amount or nature of the remaining assets or liabilities of Seller shall not be a factor in such determination) indemnifying Buyer for any breach of the obligations and liabilities of the Permitted Assignee, in which case such assignee or transferee shall be substituted for Seller for all purposes of this Agreement, (b) with respect to Buyer, (i) to Comcast Corporation or its Affiliates under the Exchange Agreement (subject to further assignment by Comcast Corporation to its Affiliates) or (ii) to any Affiliate of Buyer; Indemnification)provided, Section 11.5 that no such assignment pursuant to clause (Satisfaction b)(ii) or, with respect to an assignment by Comcast Corporation to its Affiliates or by Buyer to any Affiliate of Obligations)Comcast Corporation, Section 11.15 clause (Non-Recourse)b)(i) of this sentence shall relieve the assignor of its obligations hereunder; provided, Section 11.18 further, that in the case of any such assignment pursuant to clause (Legal Representation)b) other than to Comcast Corporation, Article IX the assignee shall appoint either Buyer or Article XComcast Corporation as its agent under the Escrow Agreement and such agent shall be the only party entitled to take action on behalf of such assignee pursuant to this Agreement. In connection with any assignment, nothing transfer or delegation by Buyer to Comcast Corporation or any Affiliate of Comcast Corporation as permitted above, Buyer shall be relieved of any liability or obligation so assigned, transferred or delegated to the extent Seller has the right to enforce in full against Comcast Corporation any such liability or obligation. Any assignment or transfer permitted hereunder shall be evidenced in writing signed by the assignor and assignee, a copy of which shall be delivered to the other parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the parties hereto Escrow Agent and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of Buyer, each of the parties hereto Sellers, U.S. General Partner, Express US Holdings LP and Express Holdings (Canada) LP and their respective successors, legal representatives and permitted assigns. Notwithstanding None of Buyer, the foregoingSellers, no party to this Agreement U.S. General Partner, Express US Holdings LP or Express Holdings (Canada) LP may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance of doubt, no merger or sale of securities of Buyer or Sellers or any entity that directly or indirectly controls any of Buyer or any of the Sellers shall constitute an assignment hereunder), without the prior written consent of the other parties hereto others, except as provided in Section 11.5, and any attempted or purported assignment in violation of the foregoing this Section 11.3 shall be null and void ab initiovoid; provided that, after the Closing, (a) Buyer may, in its sole discretion, without the consent of the Sellers, U.S. General Partner, Express US Holdings, LP or Express Holdings (Canada) LP, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of Buyer and (b) any Seller may, with the consent of Buyer, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Seller or a member of its Selling Group; provided that, in either case, (i) such assignment shall not relieve the assigning party of its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the Closing, (A) each present and former partner, director and officer of any Company and (B) each Person that is an Indemnified Party but not a party to this Agreement, shall be an express third-party beneficiary of Section 7.14. Except as expressly set forth in this Section 11.3, Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article Xthe immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto to this Agreement and their respective successors, legal representatives successors and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors, legal representatives and permitted assigns. Notwithstanding anything to the foregoingcontrary set forth in the foregoing sentence of this Section 10.5, no party to this Agreement Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties hereto Party and any purported assignment in violation of the foregoing shall be null and void ab initio; provided, that prior to the Closing, Buyer may, without the prior written consent of Seller, (a) designate or assign all or a portion of its rights and/or delegate all or a portion of its obligations (other than its obligations under Section 1.2(c), Section 1.5(a), Section 1.6, Section 1.7, Section 1.8, Section 2.2 and Section 6.13(h)), under this Agreement to any direct or indirect Wholly Owned Subsidiary of Buyer, so long as such designation, assignment or delegation would not reasonably be expected to prevent, materially delay or materially impair the Closing or (b) designate another Wholly Owned Subsidiary to purchase, acquire, accept and receive all or any portion of the Acquired Company Interests pursuant to Section 1.1 in place of Cronos Acquisitions, in which case all references in this Agreement or any of the Transaction Documents shall be deemed references to Cronos Acquisitions and/or such other Wholly Owned Subsidiary, as applicable; provided, further, that no such assignment, designation or delegation pursuant to the preceding clause (a) shall relieve Buyer from any of its agreements or obligations hereunder, including any payment obligations. No assignment or delegation shall relieve the assigning Party of any of its obligations hereunder. Except as expressly set forth herein in Section 6.9, Section 6.11, this Section 11.3, 10.5 or Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification), Section 11.5 (Satisfaction of Obligations), Section 11.15 (Non-Recourse), Section 11.18 (Legal Representation), Article IX or Article X10.12, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto Buyer and Seller, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement. In furtherance and not in limitation of the foregoing, (a) Section 11.6 (Equitable Relief), Section 11.18 (Legal Representation) and this sentence of Section 11.3 (No Assignment or Benefit to Third Parties) shall be enforceable by Dechert LLP (“Dechert”) as if Dechert were directly party hereto, to the extent rights are granted in Section 11.18 to Dechert, (b) Article IX (Survival; Buyer Acknowledgment) and Article XI (Miscellaneous) shall be enforceable by each Non-Recourse Party as if such Non-Recourse Party was directly a party hereto and (c) Article XI (Miscellaneous) and Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) shall be enforceable by each Covered Person as if such Covered Person was directly a party hereto.