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. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other 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 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 terms of the 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 bound by the obligations and Liabilities of the Seller set forth in this Agreement 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), (c) to Friendco under the 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 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other 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 entity]to a limited 149 number of entities acting on behalf of Seller’s estate [(provided, that no]that are designated by Seller and reasonably acceptable (including in terms of the 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 bound by the obligations and Liabilities of the Seller set forth in this Agreement 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), (c) to Friendco under the 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 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other 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 entity]to a limited number of entities acting on behalf of Seller’s estate [(provided, that no]that are designated designed by Seller and reasonably acceptable (including in terms of the number of entities and the form and identity of each such entity) to the Buyer (each, each a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be bound by 133 the obligations and Liabilities of the Seller set forth in this Agreement and (ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder]Section 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), (c) to Friendco under the Exchange Agreement (provided, that in the event of any such assignment (i) and only 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; 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, transfer or delegation by Buyer to Friendco as permitted above, Buyer shall be relieved of any Liability so assigned, transferred or delegated 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 Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other 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 entity]to a limited number of entities acting on behalf of Seller’s estate [(provided, that no]that are designated designed by Seller and reasonably acceptable (including in terms of the number of entities and the form and identity of each such entity) to the Buyer (each, each a 126 “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be bound by the obligations and Liabilities of the Seller set forth in this Agreement and (ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder]Section 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), (c) to Friendco under the Exchange Agreement (provided, that in the event of any such assignment (i) and only 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; 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, transfer or delegation by Buyer to Friendco as permitted above, Buyer shall be relieved of any Liability so assigned, transferred or delegated 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 Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No Notwithstanding the foregoing, no party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the other party hereto, except, parties hereto and any purported assignment 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 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 terms violation of the number of entities foregoing shall be null 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 bound by the obligations and Liabilities of the Seller void ab initio. Except as expressly set forth in this Agreement Section 11.3, Section 5.5 (Directors’ 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 BuyerOfficers’ Exculpation; Indemnification), Section 11.5 (c) to Friendco under the Exchange Agreement and (d) by Buyer to one or more direct or indirect wholly owned Subsidiaries Satisfaction 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 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 AgreementObligations), such Permitted Assignees Section 11.15 (as defined in the Friendco Purchase Agreement) will agreeNon-Recourse), in 141 form and substance reasonably acceptable to BuyerSection 11.18 (Legal Representation), to be bound by and liable for Seller’s obligations and Liabilities hereunder; providedArticle IX or Article X, that no such agreement will relieve Seller of any of its obligations or Liabilities hereunder. In connection with any assignment, 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 nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the Indemnified Parties parties hereto and their respective successors, legal representatives and permitted assigns, any rights 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. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party parties 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 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 terms of the number of entities and the form and identity of each such entity) to the Buyer (each, each a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be bound by the obligations and Liabilities liabilities of the Seller set forth in this Agreement and (ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder]Section 9.3 Section 7.3 shall not relieve Seller of any of its obligations or Liabilities liabilities under this Agreement unless if, but only if, Seller provides the Buyer with a guarantee of the obligations and Liabilities of such Permitted Assignee under this Agreement that is an indemnification agreement (in form and substance reasonably acceptable to Buyer, it being understood that the Buyer)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, (cb) with respect to Buyer, (i) to Friendco Time Warner NY Cable LLC or its Affiliates under the Exchange Agreement and (dsubject to further assignment by Time Warner NY Cable LLC to its Affiliates) or (ii) to any Affiliate of Buyer; provided, that no such assignment pursuant to clause (b)(ii) or, with respect to an assignment by Time Warner NY Cable LLC to its Affiliates or by Buyer to one or more direct or indirect wholly owned Subsidiaries any Affiliate of Buyer Comcast Corporation, clause (provided, that Buyer identifies such Subsidiary and b)(i) of this sentence shall relieve the rights and assignor of its obligations to be assigned on or before Closinghereunder; provided, further, that no in the case of any such assignment pursuant to clause (b) other than to Time Warner NY Cable LLC, the assignee shall appoint either Buyer or Time 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, transfer or delegation by Buyer to a wholly owned Subsidiary under this clause (d) will relieve Time Warner NY Cable LLC or any Affiliate of Time Warner NY Cable LLC as permitted above, Buyer shall be relieved of its Liabilities hereunder)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 party parties 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 Indemnified Parties Escrow Agent and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other 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 entity]to a limited number of entities entity acting on behalf of Seller’s estate [(provided, that no]that are designated by Seller and reasonably acceptable (including in terms of the 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 bound by the obligations and Liabilities of the Seller set forth in this Agreement and (ii) no 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 Buyerhereunder), (c) to Friendco under the 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 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No Notwithstanding the foregoing, no party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the other party hereto, except, hereto and any purported assignment in whole or in part, (a) as provided in Section 9.5, (b) with respect to Seller’s rights violation of the foregoing shall be null and obligations, [following the Closing to any entity]to a limited number of entities acting on behalf of Seller’s estate [(void; provided, that no]that are designated by Seller however, that, without such consent, each of Buyer and reasonably acceptable (including in terms of the 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 bound by the obligations and Liabilities of the Seller set forth in Merger Sub may assign this Agreement 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), (c) to Friendco under the 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 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 hereunder to any Permitted Assignees (its Financing Sources as defined in the Friendco Purchase Agreement), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 form and substance reasonably acceptable to Buyer, to be bound by and liable collateral security for Seller’s obligations and Liabilities hereunderIndebtedness; provided, that no such agreement will assignment shall relieve Seller of any Buyer or Merger Sub of its obligations or Liabilities hereunder. In connection with any assignment, transfer or delegation by Buyer to Friendco as permitted above, Buyer shall be relieved of any Liability so assigned, transferred or delegated Except to the extent Seller has the right to enforce expressly set forth in full against Friendco any such Liability. Nothing Section 5.5, Section 12.2, Section 12.9, Section 12.16, Section 12.18(e), Section 12.19 and Section 12.20, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Sellerthe Company, the Indemnified Parties Stockholders and the Stockholders’ Representative, and their respective successors, legal representatives and permitted assigns, any rights rights, benefits or remedies under or by reason of this Agreement. 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 (or, after the Closing, the Surviving Corporation) or the Merger Sub. The provisions of this Agreement are intended for the benefit of, and shall be enforceable by the 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 Buyer, the 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. 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. No party to this Agreement None of Buyer, Seller and SE Capital Funding may assign any of its rights or transfer or delegate any of its obligations under this AgreementAgreement (for the avoidance of doubt, by operation no merger or sale of Law securities of Buyer or otherwiseSeller 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 party heretoothers, exceptexcept as provided in Section 11.5, and any attempted or purported assignment in whole or in partviolation of this Section 11.3 shall be null and void; provided that, after the Closing, (a) as provided Buyer may, in Section 9.5its 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) with respect 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 Seller’s rights and obligations, [following the Closing to any 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 terms of the number of entities and the form and identity of each such entity) to the Buyer (each, a “Permitted Assignee”)an Affiliate; provided that that, in either case, (i) each such Permitted Assignee assignment shall agree in writing to be bound by not relieve the assigning party of its obligations and Liabilities of the Seller set forth in this Agreement and hereunder, (ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder]Section 9.3 shall not relieve Seller have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of any of its obligations or Liabilities under such assignment notify all parties to this Agreement unless Seller provides the Buyer with a guarantee about such assignment, including providing copies of the obligations documentation pursuant to which such assignment was effectuated. From and Liabilities of such Permitted Assignee under this Agreement after the Closing, each Person that is in form and substance reasonably acceptable an Indemnified Party but not a party to the Buyer)this Agreement, (c) to Friendco under the 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 evidenced in writing signed by the assignor and assignee, a copy an express third-party beneficiary of which shall be delivered to the other party heretoSection 7.14. In connection with any assignment by Seller of its rights and obligations under the Friendco Purchase Agreement to any Permitted Assignees (Except as defined set forth in the Friendco Purchase Agreement)immediately preceding sentence, such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the Indemnified Parties parties to this Agreement and their respective successors, legal representatives successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No party to this Agreement Notwithstanding the foregoing, (a) none of Parent, Merger Sub or the Surviving Company may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the other party heretoShareholder Representative, exceptexcept 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 whole or in partits sole discretion, under this Agreement to any of their respective controlled Affiliates (aprovided that Parent shall remain responsible for the performance of its obligations hereunder) as provided in Section 9.5, and (b) with respect to Seller’s the Company may not assign any of its rights and obligations, [following or delegate any of its obligations under this Agreement without the Closing to prior written consent of Parent; any 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 purported assignment in terms violation of the number of entities foregoing shall be null 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 bound by the obligations and Liabilities of the Seller void ab initio. Except as expressly set forth in this Agreement 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 Section 11.3, Section 5.5, Section 11.5, Section 11.15, Section 11.18, Article IX 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)Article X, (c) to Friendco under the 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 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyerthe parties hereto, Seller, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights rights, benefits or remedies under or by reason of this Agreement. [***] (y) the Shareholder is a third party beneficiary of this Agreement and may suffer losses for any breach of this Agreement by Parent (or, after the Closing, the Surviving Company) or Merger Sub, and (z) Section 11.15, Section 9.2, Section 11.6, Section 11.9, Section 11.10 and this sentence of Section 11.3 shall be enforceable by each Selling Party and each applicable Non-Recourse Party as if such Person was directly party hereto, to the *** Certain information on this page has been omitted and 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 11.15 are granted to such Person. The provisions of this Agreement are intended for the benefit of, and shall be enforceable by the 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. (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). No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, exceptexcept 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, 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 entity]to a limited number of entities acting on behalf agreement of Seller’s estate [(provided, that no]that are designated by other Persons, upon notice to Seller and reasonably acceptable subject to this Section 8.3, as a Designated Buyer hereunder (including in terms of the number of entities and the form and identity of each such entity) to the Buyer (eachassignee, a “Permitted AssigneeDesignated Buyer”); provided that no such assignment shall relieve Buyer from its obligations hereunder without the consent of Seller (iin its sole discretion). Buyer shall deliver the notice contemplated above two (2) each Business Days prior to the Closing, and such Permitted Assignee notice shall agree in writing set forth the Transferred Assets, Shares, GmbH Shares, equity securities of a Transferred Subsidiary and/or other rights or property to be bound by conveyed at Closing, that such Designated Buyer is to acquire at Closing. Upon the obligations and Liabilities assignment contemplated hereby, each Designated Buyer shall be deemed a “Buyer” for purposes of this Agreement in connection with the acquisition of the Seller Transferred Assets, Shares, GmbH Shares, equity securities of a Transferred Subsidiary or other rights or property set forth out in this Agreement the designation (and (iiany reference to ”Buyer” herein in connection therewith shall automatically be deemed to be a reference to such Designated Buyer) and such assignment by Seller under this [clause (b) will relieve Seller Designated Buyer shall automatically be assigned the rights of its Liabilities hereunder]Section 9.3 shall not relieve Seller of any of its obligations or Liabilities Buyer 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 necessary in form and substance reasonably acceptable to the Buyer), (c) to Friendco under the 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 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 Liabilitydesignation. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided that the PSA Buyer shall be an express third-party beneficiary of, and 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 (c), Section 8.14 and this Section 8.3 (and any provision of this Agreement to the extent 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 a manner that impacts or is adverse in any respect to the Financing Sources and their respective Affiliates, and the officers, directors, employees, attorneys, advisors, agents and representatives 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. No Notwithstanding the foregoing, no party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the other 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 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 terms of the number of entities and the form and identity of each such entity) to the Buyer (eachhowever, a “Permitted Assignee”); provided 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 or all of its rights and delegate any or all of its obligations under this Agreement and each Ancillary Agreement in each case to CBH without such Permitted Assignee consent (whereupon Cooperatief and CLS 2 BV shall agree in writing cease to have any further liabilities or obligations hereunder and thereunder), provided that CBH shall thereafter be bound by the obligated to perform and satisfy all of Cooperatief’s and CLS 2 BV’s obligations and Liabilities liabilities hereunder and thereunder, it being understood, that the foregoing shall not in any way diminish or relieve CBH of the Seller aggregate obligations of the Sellers set forth in this Agreement and each Ancillary Agreement, (ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder]Section 9.3 shall not relieve Seller of Buyer may assign 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), (c) to Friendco under the 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 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 all of its rights and obligations under the Friendco Purchase this Agreement to any Permitted Assignees 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 defined collateral in connection with the Friendco Purchase AgreementDebt Financing. Except as expressly set forth in Sections 5.2(b), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree5.7, in 141 form and substance reasonably acceptable to Buyer11.5, to be bound by and liable for Seller’s obligations and Liabilities hereunder; providedor 11.15, that no such agreement will relieve Seller of any of its obligations Articles IX or Liabilities hereunder. In connection with any assignmentX, 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 nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, SellerSellers, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights rights, benefits or remedies under or by reason of this Agreement; provided that the Financing Sources are intended third party beneficiaries of the last three sentences of Section 10.3 and the last two sentences of Section 11.9 and each Financing Source shall be entitled to enforce its rights under those sentences (and no amendment or modification to, or having the effect of modifying, such sentences in any respect relating to the Financing Sources may be made 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 Parties and their respective successors, legal representatives and permitted assigns. No party Notwithstanding anything to the contrary set forth in the foregoing sentence of this Agreement Section 10.5, no Party may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the other party heretoParty and any purported assignment in violation of the foregoing shall be null and void ab initio; provided, exceptthat prior to the Closing, in whole or in partBuyer 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 provided in Section 9.5such designation, assignment or delegation would not reasonably be expected to prevent, materially delay or materially impair the Closing or (b) with respect designate another Wholly Owned Subsidiary to Seller’s rights purchase, acquire, accept and obligations, [following the Closing to receive all or any 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 terms portion of the number Acquired Company Interests pursuant to Section 1.1 in place of entities and the form and identity of each such entity) to the Buyer (eachCronos Acquisitions, a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be bound by the obligations and Liabilities of the Seller set forth which case all references in this Agreement 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 or any of its obligations or Liabilities under this Agreement unless Seller provides the Buyer with a guarantee of the obligations and Liabilities of Transaction Documents shall be deemed references to Cronos Acquisitions and/or such Permitted Assignee under this Agreement that is in form and substance reasonably acceptable to the Buyer)other Wholly Owned Subsidiary, (c) to Friendco under the 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 Closingas applicable; provided, further, that no such assignment by Buyer assignment, designation or delegation pursuant to a wholly owned Subsidiary under this the preceding clause (da) will shall relieve Buyer from any of its Liabilities agreements or obligations hereunder), including any payment obligations. Any No assignment or transfer permitted hereunder delegation shall be evidenced in writing signed by relieve 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 assigning Party of any of its obligations or Liabilities hereunder. In connection with any assignmentExcept as expressly set forth herein in Section 6.9, transfer Section 6.11, this Section 10.5 or delegation by Buyer to Friendco as permitted aboveSection 10.12, 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 nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Buyer and Seller, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights rights, benefits or remedies under or by reason of this Agreement.

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. No Notwithstanding the foregoing, no party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the other party heretohereto and any purported assignment in violation of the foregoing shall be null and void ab initio; provided, excepthowever, in whole or in part, that (a) as provided in Section 9.5at least five (5) Business Days prior to Closing, (b) with respect to Seller’s rights and obligations, [following the Closing to any 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 terms of the 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 bound by the obligations and Liabilities Seller, Buyer may designate one or more of its Affiliates as a transferee of all or any portion of the Seller set forth in this Agreement Transferred Securities and/or any other Equity Interests of the Purchased Companies, and (ii) at Closing, such assignment by Seller under this [clause (b) will relieve Seller Transferred Securities or other Equity Interests of its Liabilities hereunder]Section 9.3 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 Seller Buyer of any of its obligations or Liabilities 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 Seller provides the Buyer with a guarantee of is willing to reimburse the obligations Seller, the Purchased Companies or any Affiliate for such costs, fees, taxes, charges or expenses)), and Liabilities of such Permitted Assignee (b) Buyer may collaterally assign its rights under this Agreement that is 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 form and substance reasonably acceptable to the Buyer)Section 11.15, (c) to Friendco under the Exchange Agreement and (d) by Buyer to one or more direct or indirect wholly owned Subsidiaries of Buyer (providedSection 11.16, that Buyer identifies such Subsidiary and the rights and obligations to be assigned on or before Closing; providedArticle IX, 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Buyer, the Company and the Seller, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights rights, benefits or remedies under or by reason of this Agreement. Notwithstanding the foregoing, (A) Section 11.16 and this sentence of Section 11.3 shall be enforceable by Dechert as if Dechert was directly party hereto, to the extent rights are granted in Section 11.16 to Dechert, and (B) this -64- Section 11.3, and Section 11.2, Section 11.9, Section 11.10, and Section 11.15 shall each inure to the benefit of, and be enforceable by, each Financing Source and its successors and assigns.

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. No party to this Agreement None of Buyer, the Sellers, U.S. General Partner, Express US Holdings LP or Express Holdings (Canada) LP may assign any of its rights or transfer or delegate any of its obligations under this AgreementAgreement (for the avoidance of doubt, by operation no merger or sale of Law securities of Buyer or otherwiseSellers 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 party heretoothers, exceptexcept as provided in Section 11.5, and any attempted or purported assignment in whole or in partviolation of this Section 11.3 shall be null and void; provided that, after the Closing, (a) as provided Buyer may, in Section 9.5its 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 respect the consent of Buyer, assign all or a portion of its rights and/or obligations under this Agreement to Seller’s rights and obligations, [following the Closing to any entity]to an Affiliate of such Seller or a limited number member of entities acting on behalf of Seller’s estate [(provided, that no]that are designated by Seller and reasonably acceptable (including in terms of the number of entities and the form and identity of each such entity) to the Buyer (each, a “Permitted Assignee”)its Selling Group; provided that that, in either case, (i) each such Permitted Assignee assignment shall agree in writing to be bound by not relieve the assigning party of its obligations and Liabilities of the Seller set forth in this Agreement and hereunder, (ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder]Section 9.3 shall not relieve Seller 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 of its obligations or Liabilities under this Agreement unless Seller provides the Buyer with a guarantee of the obligations Company and Liabilities of such Permitted Assignee under this Agreement (B) each Person that is in form and substance reasonably acceptable an Indemnified Party but not a party to the Buyer)this Agreement, (c) to Friendco under the 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 evidenced in writing signed by the assignor and assignee, a copy an express third-party beneficiary of which shall be delivered to the other party heretoSection 7.14. In connection with any assignment by Seller of its rights and obligations under the Friendco Purchase Agreement to any Permitted Assignees (Except as defined set forth in the Friendco Purchase Agreement)immediately preceding sentence, such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the Indemnified Parties parties to this Agreement and their respective successors, legal representatives successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except, in whole or in part, (a) as provided in Section 9.5, (b) with respect to Seller’s 's rights and obligations, [following the Closing to any entity]to a limited number of entities entity acting on behalf of Seller’s 's estate [(provided, that no]that are designated by Seller and reasonably acceptable (including in terms of the 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 bound by the obligations and Liabilities of the Seller set forth in this Agreement and (ii) no 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 Buyerhereunder), (c) to Friendco under the 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 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

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. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party parties 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 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 terms of the number of entities and the form and identity of each such entity) to the Buyer (each, each a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be bound by the obligations and Liabilities liabilities of the Seller set forth in this Agreement and (ii) such assignment by Seller under this [clause (b) will relieve Seller of its Liabilities hereunder]Section 9.3 Section 7.3 shall not relieve Seller of any of its obligations or Liabilities liabilities under this Agreement unless if, but only if, Seller provides the Buyer with a guarantee of the obligations and Liabilities of such Permitted Assignee under this Agreement that is an indemnification agreement (in form and substance reasonably acceptable to Buyer, it being understood that the Buyer)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, (cb) with respect to Buyer, (i) to Friendco Comcast Corporation or its Affiliates under the Exchange Agreement and (dsubject to further assignment by Comcast Corporation to its Affiliates) or (ii) to any Affiliate of Buyer; provided, that no such assignment pursuant to clause (b)(ii) or, with respect to an assignment by Comcast Corporation to its Affiliates or by Buyer to one or more direct or indirect wholly owned Subsidiaries any Affiliate of Buyer Comcast Corporation, clause (provided, that Buyer identifies such Subsidiary and b)(i) of this sentence shall relieve the rights and assignor of its obligations to be assigned on or before Closinghereunder; provided, further, that no in the case of any such assignment pursuant to clause (b) other than to Comcast Corporation, the assignee shall appoint either Buyer or Comcast 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, transfer or delegation by Buyer to a wholly owned Subsidiary under this clause (d) will relieve Comcast Corporation or any Affiliate of Comcast Corporation as permitted above, Buyer shall be relieved of its Liabilities hereunder)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 party parties 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), such Permitted Assignees (as defined in the Friendco Purchase Agreement) will agree, in 141 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 any of its obligations or Liabilities hereunder. In connection with any assignment, 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 Indemnified Parties Escrow Agent and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.