Common use of Parties in Interest; Assignment Clause in Contracts

Parties in Interest; Assignment. This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns, except that Section 4.9 is intended to be for the benefit of the parties referred to therein, and may be enforced by such parties. The Purchaser shall have the right (a) to assign to Parent or any direct or indirect wholly-owned subsidiary of Parent any and all rights and obligations of the Purchaser under this Agreement, including, without limitation, the right to substitute in its place such a subsidiary as one of the constituent corporations in the Merger (such subsidiary assuming all of the obligations of the Purchaser in connection with the Merger) and may require subsidiaries of the Company to merge with subsidiaries of the Purchaser (or its assignees) in connection with 34 Agreement and Plan of Merger the Merger and (b) to restructure the transaction to provide for the merger of the Company with and into the Purchaser or such other entity as provided above; PROVIDED, HOWEVER, that the Company shall not be deemed to have breached any of its representations and warranties herein by reason of the Purchaser exercising its rights hereunder, and by exercising such rights Parent will be deemed to have waived the receipt of any additional consents of third parties required by virtue thereof; and PROVIDED FURTHER that no such assignment shall affect any obligation of Parent or Purchaser hereunder and that it shall remain primarily liable as to its assigned obligations. If the Purchaser exercises its right to so restructure the transaction, the Company shall promptly enter into appropriate agreements to reflect such restructuring.

Parties in Interest; Assignment. This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns, assigns except that Section 4.9 is intended to 6.9 shall be for the express benefit of the parties persons in the categories referred to therein, . Parent and may be enforced by such parties. The Purchaser shall have the right (ai) to assign to Parent one or any more direct or indirect wholly-wholly owned subsidiary Subsidiaries of the Parent any and all rights and obligations of the Purchaser under this Agreement, including, without limitation, including the right to substitute in its Purchaser's place such a subsidiary Subsidiary as one of the constituent corporations in the Merger (if such subsidiary assuming Purchaser assumes all of the obligations of the Purchaser in connection with the Merger), (ii) and may require subsidiaries to transfer to one or more direct or indirect wholly owned Subsidiaries of Parent the Company right to merge with subsidiaries of purchase Shares tendered pursuant to the Purchaser (or its assignees) in connection with 34 Agreement and Plan of Merger the Merger Offer and (biii) to restructure the transaction to provide for the merger of the Company with and into the Purchaser or any such other entity corporation as provided above; PROVIDED, HOWEVER, that the Company shall not be deemed to have breached any of its representations and warranties herein by reason of the Purchaser exercising its rights hereunder, and by exercising such rights Parent will be deemed to have waived the receipt of any additional consents of third parties required by virtue thereof; and PROVIDED FURTHER that no such assignment shall affect any obligation of . If Parent or Purchaser hereunder and that it shall remain primarily liable as to its assigned obligations. If the Purchaser exercises its exercise their right to so restructure the transaction, the Company shall promptly enter into appropriate agreements to reflect such restructuring.. In any such event the amounts to be paid to holders of Shares shall not be reduced nor shall there be any material delay of the Effective Time. SECTION 8.11

Parties in Interest; Assignment. This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns, except that Section 4.9 is intended to be for the benefit of the parties referred to therein, and may be enforced by such parties. The Purchaser shall have the right (a) to assign to Parent or any direct or indirect wholly-owned subsidiary of Parent any and all rights and obligations of the Purchaser under this Agreement, including, without limitation, the right to substitute in its place such a subsidiary as one of the constituent corporations in the Merger (such subsidiary assuming all of the obligations of the Purchaser in connection with the Merger) and may require subsidiaries of the Company to merge with subsidiaries of the Purchaser (or its assignees) in connection with 34 Agreement and Plan of Merger the Merger and (b) to restructure the transaction to provide for the merger of the Company with and into the Purchaser or such other entity as provided above; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be deemed to have breached any of its representations and warranties herein by reason of the Purchaser exercising its rights hereunder, and by exercising such rights Parent will be deemed to have waived the receipt of any additional consents of third parties required by virtue thereof; and PROVIDED FURTHER provided further that no such assignment shall affect any obligation of Parent or Purchaser hereunder and that it shall remain primarily liable as to its assigned obligations. If the Purchaser exercises its right to so restructure the transaction, the Company shall promptly enter into appropriate agreements to reflect such restructuring.

Parties in Interest; Assignment. This Agreement Except as provided in or contemplated by Article 12 (which confers upon the Persons referred to therein for whose benefit it is binding upon and is solely for intended the benefit of the parties hereto and their respective successorsright to enforce such Article), legal representatives and assignsnothing in this Agreement, except that Section 4.9 express or implied, is intended to be for confer upon any Person not a party to this Agreement any rights or remedies under or by reason of this Agreement. No party to this Agreement may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the benefit prior written consent of the parties referred other party to therein, and may be enforced by such parties. The Purchaser shall have the right (a) to assign to Parent or any direct or indirect wholly-owned subsidiary of Parent any and all rights and obligations of the Purchaser under this Agreement; provided, includinghowever, without limitation, the right to substitute in its place such a subsidiary as one of the constituent corporations in the Merger that (such subsidiary assuming all of the obligations of the Purchaser i) Seller may assign this Agreement in connection with the Merger) and may require subsidiaries sale of all or substantially all of the Company business of Seller and (ii) Seller may grant a security interest in its rights under this Agreement to merge its lender(s) as security for Seller’s obligations to such lender(s) (and such lender(s) may exercise its rights and remedies with subsidiaries of the Purchaser (or its assigneesrespect to such security interest) in connection with 34 each case without the consent of Purchaser. Notwithstanding the assignment of this Agreement pursuant to the provisions stated hereinabove, it is understood and Plan of Merger the Merger and (b) to restructure the transaction to provide for the merger of the Company with and into the Purchaser or such other entity as provided above; PROVIDED, HOWEVER, agreed that the Company shall not be deemed to have breached any of its representations and warranties herein by reason of the Purchaser exercising its rights hereunder, and by exercising such rights Parent will be deemed to have waived the receipt of any additional consents of third parties required by virtue thereof; and PROVIDED FURTHER that no such assignment shall affect any obligation of Parent or Purchaser hereunder and that it assignor shall remain primarily liable as responsible for its obligations under this Agreement. Subject to its assigned obligationsthe foregoing, this Agreement shall inure to the benefit of and be binding upon Seller and Purchaser and their respective successors or assigns. If the Purchaser exercises its right to so restructure the transaction, the Company shall promptly enter into appropriate agreements to reflect such restructuring.Table Of Contents

Parties in Interest; Assignment. This Agreement is and all of the provisions hereof shall be binding upon and is solely for upon, shall inure to the benefit of of, and shall be enforceable by the parties hereto and their respective successors, legal representatives successors and permitted assigns, except that Section 4.9 is intended to be for the benefit but neither this Agreement nor any of the parties referred to thereinrights, and may interests or obligations hereunder shall be enforced assigned by such parties. The Purchaser shall have either party hereto without the right prior written consent of the other party, except that, (a) with notice to Sellers, Buyer may assign this Agreement in whole to Parent an Affiliate of Buyer or, with the written consent of Sellers (which consent may not be unreasonably withheld, delayed or conditioned), to any direct other Person to whom Buyer transfers any Included Assets after the Closing (directly, indirectly or indirect wholly-by operation of law), in each case pursuant to an instrument reasonably satisfactory to Sellers by which the Affiliate or such transferee assumes all of Buyer’s obligations under this Agreement (solely to the extent relating to the Included Assets so transferred in the case of a transfer of Included Assets after the Closing), (b) with notice to Buyer, either Seller may assign this Agreement in whole to an Affiliate to which such Seller conveys the Interests owned subsidiary by it, pursuant to an instrument reasonably satisfactory to Buyer by which the Affiliate assumes all of Parent any and all rights and such Seller’s obligations of the Purchaser under this Agreement; provided, includinghowever, without limitation, the right to substitute in its place that such a subsidiary as one of the constituent corporations in the Merger (such subsidiary assuming all of the obligations of the Purchaser in connection with the Merger) Sellers shall remain jointly and may require subsidiaries of the Company to merge with subsidiaries of the Purchaser (or its assignees) in connection with 34 Agreement and Plan of Merger the Merger and (b) to restructure the transaction to provide severally liable for the merger performance of the Company with and into the Purchaser or all such other entity as provided above; PROVIDED, HOWEVER, that the Company shall not be deemed to have breached any of its representations and warranties herein by reason of the Purchaser exercising its rights obligations hereunder, and (c) with notice to Buyer, VP and its Affiliates may assign any or all rights arising and exercisable by exercising such rights Parent will be deemed them under Section 5.09 and Exhibit D to have waived this Agreement or under the receipt of any additional consents of third parties required by virtue thereof; and PROVIDED FURTHER that no such assignment shall affect any obligation of Parent or Purchaser hereunder and that it shall remain primarily liable as to its assigned obligations. If the Purchaser exercises its right to so restructure the transaction, the Company shall promptly enter into appropriate agreements to reflect such restructuringSeller License.

Parties in Interest; Assignment. This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns, except that Section 4.9 3.6 is intended to be for the benefit of the parties referred to therein, and may be enforced by such parties. The Purchaser shall have the right (a) to assign to Parent or any direct or indirect wholly-owned subsidiary of Parent any and all rights and obligations of the Purchaser under this Agreement, including, without limitation, the right to substitute in its place such a subsidiary as one of the constituent corporations in the Merger (such subsidiary assuming all of the obligations of the Purchaser in connection with the Merger) and may require subsidiaries of the Company to merge with subsidiaries of the Purchaser (or its assignees) in connection with 34 Agreement and Plan of Merger the Merger and (b) to restructure the transaction to provide for the merger of the Company with and into the Purchaser or such other entity as provided above; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be deemed to have breached any of its representations and warranties herein by reason of the Purchaser exercising its rights hereunder, and by exercising such rights Parent will be deemed to have waived the receipt of any additional consents of third parties required by virtue thereof; and PROVIDED FURTHER that no such assignment shall affect any obligation of Parent or Purchaser hereunder and that it shall remain primarily liable as to its assigned obligations. If the Purchaser exercises its right to so restructure the transaction, the Company shall promptly enter into appropriate agreements to reflect such restructuring.