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 each Party and their respective successors, legal representatives and permitted assigns. No Party 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 any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder), without the prior written consent of the other Parties, except as provided in Section 10.5, and any attempted or purported assignment in violation of this Section 10.3 shall be null and void; provided that, after Closing, (a) each Fund Entity may, in its sole discretion, without the consent of any other Party, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Fund Entity and (b) each Enbridge Entity may, without the consent of any other Party, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Enbridge Entity; 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 Party 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 Closing, each Person that is an Indemnified Party but not a Party to this Agreement shall be an express third-party beneficiary of Article IX. Except as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties to this Agreement and their respective 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 each Party SEP and Contributor and their respective successors, legal representatives and permitted assigns. No Party 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 any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder), without the prior written consent of the other Partiesothers, except as provided in Section 10.511.5, and any attempted or purported assignment in violation of this Section 10.3 11.3 shall be null and void; provided that, after the Closing, (a) each Fund Entity SEP may, in its sole discretion, without the consent of any other Party, Contributor assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Fund Entity SEP and (b) each Enbridge Entity Contributor may, without the consent of any other PartySEP, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Enbridge EntityAffiliate; provided that, in either case, (i) such assignment shall not relieve the assigning Party party of its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning Party party or Parties parties and (iii) the assigning Party Person shall within ten Business Days of such assignment notify all Parties 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 party to this Agreement Agreement, shall be an express third-party beneficiary of Article IXSection 7.14. Except as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties parties to this Agreement and their respective 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 the parties hereto and their respective successors and permitted assigns, if any, and except as provided herein, shall inure to the benefit of each Party the parties hereto and their respective successors, legal representatives successors and permitted assigns, if any. No Party party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance NY12528: 107491.4 Agreement, by operation of doubt, no merger law or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the other Partiesparty hereto; provided, except as provided however, that Sellers, upon 30 days' written notice to Purchaser, may assign any of their rights or delegate any of their duties with respect to any services to be provided, or 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 hereunder, in Section 10.5whole or in part, to one or more direct or indirect wholly owned subsidiaries of Purchaser if Purchaser shall irrevocably and any unconditionally guarantee the performance of such obligations pursuant to an instrument reasonably satisfactory to Sellers. Any attempted assignment or purported assignment delegation in violation of this Section 10.3 contravention hereof shall be null and void; provided that, after Closing, (a) each Fund Entity may, in its sole discretion, without the consent of any other Party, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Fund Entity and (b) each Enbridge Entity may, without the consent of any other Party, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Enbridge Entity; 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 Party 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 Closing, each Person that is an Indemnified Party but not a Party to this Agreement shall be an express third-party beneficiary of Article IX. Except as set forth in the immediately preceding sentence, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Sellers, the Subsidiaries of Sellers, the Indemnified Parties to this Agreement and or their respective successors and 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 each Party the parties hereto and their respective successors, legal representatives and permitted assigns. No Party party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance Agreement, by operation of doubt, no merger Law or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the other Partiesparty hereto, except as provided in Section 10.5that (i) the Cheetah Parties may assign any and all of their rights under this Agreement to New Cheetah, and any attempted or purported assignment in violation a wholly owned, direct or indirect, subsidiary of this Section 10.3 shall be null and void; provided that, after Closing, (a) each Fund Entity may, in its sole discretionNew Cheetah, without the prior written consent of A/N (but no such assignment shall relieve the Cheetah Parties of any other Party, of their obligations hereunder) and (ii) A/N may assign any and all or a portion of its their rights and/or obligations under this Agreement to an Affiliate of such Fund Entity and (b) each Enbridge Entity may, without the prior written consent of any other Party, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Enbridge Entity; provided that, in either case, the Cheetah Parties (i) but no such assignment shall not relieve the assigning Party A/N of any of its obligations hereunder); provided 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 Stockholders’ Agreement); provided, further, that any such Xxxxxxxx Person shall execute an A/N Assumption Instrument (iias defined in the Stockholders Agreement) such assignment shall not have any adverse tax consequence to the non-assigning Party or Parties and (iii) the assigning Party shall within ten Business Days of such assignment notify all Parties to this Agreement about concurrently with such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after Closing, each Person that is an Indemnified Party but not a Party to this Agreement shall be an express third-party beneficiary of Article IX. Except as set forth in the immediately preceding sentence, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties to this Agreement Cheetah Parties, A/N, the Cheetah Indemnitees and the A/N Indemnitees, and their respective successors successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. (a) This Agreement shall be binding upon and inure to the benefit of each Party the Parties and their respective successors, legal representatives successors and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance Agreement, by operation of doubt, no merger Law or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the other PartiesParty, except as provided in Section 10.5that (i) either Party may assign any and all of its rights under this Agreement or any Ancillary Agreement to one or more of its wholly owned Subsidiaries (but no such assignment shall relieve such Party of any of its obligations hereunder or thereunder); and (ii) any obligation of any Party to any other Party under this Agreement or any of the Ancillary Agreements, and any which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. Any attempted assignment or purported assignment in violation delegation of this Agreement not effected in accordance with this Section 10.3 11.3 shall be null and void; provided that, after Closing, (a) each Fund Entity may, in its sole discretion, without the consent of any other Party, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Fund Entity and . (b) each Enbridge Entity mayEach Party agrees that its respective representations, without warranties, covenants and agreements set forth herein are solely for the consent benefit of any the other Party, assign all or a portion of Party and its rights and/or obligations under successors and permitted assigns and this Agreement to an Affiliate of such Enbridge Entity; provided thatis not intended to, in either caseand does not, (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 Party 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 Closing, each Person that is an Indemnified Party but not a Party to this Agreement shall be an express third-party beneficiary of Article IX. Except as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and such successors and permitted assigns any rights or remedies hereunder, including the right to this Agreement rely upon the representations and warranties set forth herein; provided, however, that the Affiliates of each Party and its and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, Representatives and employees and their heirs, successors and permitted assigns, any rights or remedies under or by reason of this Agreementshall be third party beneficiaries of, and shall be entitled to rely on, Section 9.1(a).

No Assignment or Benefit to Third Parties. (a) This Agreement shall be binding upon and inure to the benefit of each Party the Parties and their respective successors, legal representatives successors and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance Agreement, by operation of doubt, no merger Law or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the other PartiesParty, except as provided in Section 10.5that (i) either Party may assign any and all of its rights under this Agreement or any Ancillary Agreement to one or more of its wholly owned Subsidiaries (but no such assignment shall relieve such Party of any of its obligations hereunder or thereunder); and (ii) any obligation of any Party to any other Party under this Agreement or any of the Ancillary Agreements, and any which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. Any attempted assignment or purported assignment in violation delegation of this Agreement not effected in accordance with this Section 10.3 8.4 shall be null and void; provided that, after Closing, (a) each Fund Entity may, in its sole discretion, without the consent of any other Party, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Fund Entity and . (b) Except with respect to Section 5.8, each Enbridge Entity mayParty agrees that its respective representations, without warranties, covenants and agreements set forth herein are solely for the consent benefit of any the other Party, assign all or a portion of Party and its rights and/or obligations under successors and permitted assigns and this Agreement to an Affiliate of such Enbridge Entity; provided thatis not intended to, in either caseand does not, (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 Party 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 Closing, each Person that is an Indemnified Party but not a Party to this Agreement shall be an express third-party beneficiary of Article IX. Except as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and such successors and permitted assigns any rights or remedies hereunder, including the right to this Agreement rely upon the representations and warranties set forth herein; provided, however, that the Affiliates of each Party and its and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, Representatives and employees and their heirs, successors and permitted assigns, any rights or remedies under or by reason of this Agreementshall be third party beneficiaries of, and shall be entitled to rely on Section 5.10.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of each Party the parties hereto and their respective successors, legal representatives and permitted assigns. No Party Neither party may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance Agreement, by operation of doubtLaw, no merger change of control or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the other Partiesparty, except as provided in Section 10.5, that (A) Buyer may assign or otherwise transfer any or all of its rights and any attempted obligations under this Agreement (i) to one or purported assignment in violation of this Section 10.3 shall be null and void; provided that, after Closingmore direct or indirect subsidiaries or Affiliates, (aii) each Fund Entity may, in its sole discretion, without the consent to a purchaser of any other Party, assign 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/or and obligations under this Agreement to an Affiliate a purchaser of such Fund Entity and (b) each Enbridge Entity may, without the consent of any other Party, assign all or a substantial portion of its rights and/or obligations under this Agreement to an Affiliate business or assets, regardless of such Enbridge Entity; the structure or form of the transaction, provided that, in either case, (i) such assignment that foregoing shall not relieve the assigning Party Seller of any 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 Party 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 Closing, each Person that is an Indemnified Party but not a Party to this Agreement shall be an express third-party beneficiary of Article IX. Except as set forth in the immediately preceding sentence, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the Indemnified Parties to this Agreement and their respective successors successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.