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. Neither party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law, change of control or otherwise, without the prior written consent of the other party, except that (A) Buyer may assign or otherwise transfer any or all of its rights and obligations under this Agreement (i) to one or more direct or indirect subsidiaries or Affiliates, (ii) to a purchaser of all or a substantial portion of the Business or the assets thereof, regardless of the structure or form of the transaction or (iii) to its lenders in connection with obtaining financing therefrom; provided that none of the foregoing shall relieve Buyer of any of its obligations hereunder; and provided further that in the event of any assignment to an unaffiliated third party pursuant to clause (ii) above, Seller’s obligations under Section 7.11(b) shall automatically expire and be of no further force or effect, and (B) following the Closing, Seller may assign any or all of its rights and obligations under this Agreement to a purchaser of all or a substantial portion of its business or assets, regardless of the structure or form of the transaction, provided that foregoing shall not relieve Seller of any of its obligations hereunder. 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. Neither No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law, change of control Law or otherwise, without the prior written consent of the other partyparty hereto, except as provided in Section 9.5 and except that (A) Buyer may assign or otherwise transfer any or 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 (i) to one or more direct or indirect subsidiaries or AffiliatesAgreement, the Ancillary Agreements and Financing Commitments), (ii) to in connection with a purchaser merger or consolidation involving Buyer or the Business or other disposition of all or a substantial portion substantially all of the Business assets or any of the divisions of Buyer or the assets thereofBusiness, regardless of the structure or form of the transaction or (iii) any lender providing financing to Buyer or any of its lenders in connection with obtaining financing therefrom; provided that none Affiliates, for collateral security purposes and any subsequent acquiror of assets from or at the foregoing direction of such lender (but no such assignment pursuant to clauses (i), (ii) or (iii) shall relieve Buyer of any of its obligations hereunder; and provided further that in the event of any assignment to an unaffiliated third party pursuant to clause (ii) above, Seller’s obligations under Section 7.11(b) shall automatically expire and be of no further force or effect, and (B) following the Closing, Seller may assign any or all of its rights and obligations under this Agreement to a purchaser of all or a substantial portion of its business or assets, regardless of the structure or form of the transaction, provided that foregoing shall not relieve Seller of any of its obligations hereunder). 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. For the avoidance of doubt, nothing contained in 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 IRR Payment contemplated by Section 2.14.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns, if any, and except as provided herein, shall inure to the benefit of the parties hereto and their respective successors, legal representatives successors and permitted assigns, if any. Neither No party to this Agreement may assign any of its rights or delegate any of its obligations under this NY12528: 107491.4 Agreement, by operation of Law, change of control law or otherwise, without the prior written consent of the other partyparty hereto; provided, except however, that (A) Buyer Sellers, upon 30 days' written notice to Purchaser, may assign any of their rights or otherwise transfer delegate any of their duties with respect to any services to be provided, or all any goods or products to be delivered, by Sellers to Purchaser following the Closing Date pursuant to this Agreement or any agreement executed by Sellers or Purchaser to any Subsidiaries or Affiliates of Sellers; provided, further, that Purchaser may assign its rights and obligations under this Agreement (i) hereunder, in whole or in part, to one or more direct or indirect wholly owned subsidiaries or Affiliates, (ii) to a purchaser of all or a substantial portion Purchaser if Purchaser shall irrevocably and unconditionally guarantee the performance of the Business or the assets thereof, regardless of the structure or form of the transaction or (iii) to its lenders in connection with obtaining financing therefrom; provided that none of the foregoing shall relieve Buyer of any of its such obligations hereunder; and provided further that in the event of any assignment pursuant to an unaffiliated third party pursuant instrument reasonably satisfactory to clause (ii) above, Seller’s obligations under Section 7.11(b) Sellers. Any attempted assignment or delegation in contravention hereof shall automatically expire be null and be of no further force or effect, and (B) following the Closing, Seller may assign any or all of its rights and obligations under this Agreement to a purchaser of all or a substantial portion of its business or assets, regardless of the structure or form of the transaction, provided that foregoing shall not relieve Seller of any of its obligations hereundervoid. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than BuyerPurchaser, SellerSellers, the Subsidiaries of Sellers, the Indemnified Parties and or their respective successors, legal representatives and successors or 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. Neither No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law, change of control Law or otherwise, without the prior written consent of the other partyparty hereto, except that (A) Buyer Acquiror may assign or otherwise transfer any or and all of its rights and obligations under this Agreement (i) to one CCI, or more a wholly owned, direct or indirect subsidiaries or Affiliatesindirect, subsidiary of CCI, without the prior written consent of Seller (ii) to a purchaser of all or a substantial portion of the Business or the assets thereof, regardless of the structure or form of the transaction or (iii) to its lenders in connection with obtaining financing therefrom; provided that none of the foregoing but no such assignment shall relieve Buyer Acquiror of any of its obligations hereunder; and provided further that in the event of any assignment to an unaffiliated third party pursuant to clause (ii) above, Seller’s obligations under Section 7.11(b) shall automatically expire and be of no further force or effect, and (B) following the Closing, Seller may assign any or all of its rights and obligations under this Agreement to a purchaser of all or a substantial portion of its business or assets, regardless of the structure or form of the transaction, provided that foregoing shall not relieve Seller of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than BuyerAcquiror, Seller, the Indemnified Parties Indemnitees and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing, BBHI Holdings shall be an express and intended third party beneficiary for the purposes of Section 2.1, Section 2.3 and Section 2.4 of this Agreement; provided, further, however, that the Acquiror’s financing sources and their respective current, former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, counsel, general or limited partners or assignees of any of the foregoing shall be third party beneficiaries of Sections 8.2(d) and 9.9 and this Section 9.3.

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. Neither No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law, change of control Law or otherwise, without the prior written consent of the other partyparty hereto, except that (Ai) Buyer the Cheetah Parties may assign or otherwise transfer any or and all of its their rights and obligations under this Agreement (i) to one New Cheetah, or more a wholly owned, direct or indirect subsidiaries or Affiliatesindirect, subsidiary of New Cheetah, without the prior written consent of A/N (but no such assignment shall relieve the Cheetah Parties of any of their obligations hereunder) and (ii) A/N may assign any and all of their rights under this Agreement to a purchaser of all or a substantial portion an Affiliate without the prior written consent of the Business or the assets thereof, regardless of the structure or form of the transaction or Cheetah Parties (iii) to its lenders in connection with obtaining financing therefrom; provided that none of the foregoing but no such assignment shall relieve Buyer A/N of any of its obligations hereunder); and provided further that A/N may not assign the right to receive any Equity Consideration to any Person other than any Xxxxxxxx Person (as defined in the event of Stockholders’ Agreement); provided, further, that any assignment to such Xxxxxxxx Person shall execute an unaffiliated third party pursuant to clause A/N Assumption Instrument (iias defined in the Stockholders Agreement) above, Seller’s obligations under Section 7.11(b) shall automatically expire and be of no further force or effect, and (B) following the Closing, Seller may assign any or all of its rights and obligations under this Agreement to a purchaser of all or a substantial portion of its business or assets, regardless of the structure or form of the transaction, provided that foregoing shall not relieve Seller of any of its obligations hereunderconcurrently with such assignment. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyerthe Cheetah Parties, SellerA/N, the Indemnified Parties Cheetah Indemnitees and the A/N Indemnitees, and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.