Common use of Succession and Assignment; No Third-Party Beneficiaries Clause in Contracts

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties, and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, and (b) either of the Investors may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; and provided further, that RXi may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary Agreements. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA Indemnified Party that is not party hereto is intended to be an express third party beneficiary of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other partiesparties (with the Sellers’ Representative acting for all of the Sellers), and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors Buyer may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor the Buyer is not relieved of any liability or obligations hereunder, and (b) either of the Investors Buyer may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; and provided further, that RXi subject to Section 2.7(h), (c) the Buyer may assign this Agreement certain obligations as provided in Section 2.7(h) and (d) any of the Buyer Indemnified Persons may collaterally assign any or all of its rights and interest obligations hereunder to any purchaser provider of all debt financing to it or substantially all any of its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary AgreementsAffiliates. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of Article IX of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties, and any attempt to do so will be null and void ab initio; provided, however, that (a) either of the Investors Buyer may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, and (b) either of the Investors Buyer may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its of both KCAP’s and Buyer’s assets or designate so long as such purchaser agrees in a writing reasonably acceptable to the Sellers to perform its all KCAP’s and Buyer’s obligations hereunder; and provided further, that RXi (c) any of the Buyer Indemnified Persons may collaterally assign this Agreement and any or all of its rights and interest obligations hereunder to any purchaser provider of all debt financing to it or substantially all any of its assetsAffiliates, provided that (d) any Seller may assign any of its rights hereunder to any Principal and (e) the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement Sellers and the Ancillary AgreementsPrincipals may assign some or all of their rights hereunder to any Affiliate thereof acquiring KCAP Common Stock. None of the assignments permitted by the immediately preceding sentence shall relieve KCAP, the Buyer, the Sellers, the Company and the Principals of their obligations hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this This Agreement will be binding upon and inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other partiesParties hereto, and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors may assign this Agreement and any or all of its rights and interests hereunder no consent shall be required in connection with an assignment pursuant to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, and (b) either of the Investors may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; and provided further, that RXi may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary AgreementsSection 7.3(d). Except as expressly provided herein, this Agreement is for the sole benefit of the parties Parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties Parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For ; provided, however, that the avoidance Company shall be entitled and have the right to pursue and recover damages in the name of doubtand on behalf of Selling Shareholders in the event of any breach by Buyer of this Agreement or in the event of Fraud, it which right is hereby acknowledged and agreed to by Buyer. Subject to the parties hereto that an SPA Indemnified Party that is not foregoing, no Selling Shareholder shall be deemed a party hereto is intended to be an express third party beneficiary of this Agreementfor any purpose.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties, and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors Buyer may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor Buyer is not relieved of any liability or obligations hereunder, and (b) either of the Investors Buyer may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; hereunder and provided further, that RXi (c) any of the Buyer Indemnified Persons may collaterally assign this Agreement and any or all of its rights and interest obligations hereunder to any purchaser provider of all debt financing to it or substantially all any of its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary AgreementsAffiliates. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other partiesparties (with the Shareholders’ Representative acting for all of the Shareholders), and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors Parent may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor Parent is not relieved of any liability or obligations hereunder, and any reference to Parent hereunder shall be deemed to apply to such Affiliate or Affiliates mutatis mutandis, (b) either of the Investors may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; and provided further, that RXi Parent may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets, provided that such purchaser signs a written undertaking to perform Parent’s obligations hereunder and any and all reference to Parent shall be deemed to refer to such purchaser and (c) any of Parent Indemnified Persons may collaterally assign any or all of its rights and obligations hereunder as a Parent Indemnified Person to any provider of debt financing to it or any of its Affiliates. With respect to any of the assignee delivers to the Investors an undertaking agreeing circumstances set forth in clauses (a) through (c) of this Section 11.02, Parent shall notify in writing to assume RXi’s obligations under this Agreement the Shareholders’ Representative of such assignment and the Ancillary Agreementsidentity of the successor or purchaser within twenty (20) days of the closing of such assignment. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties, and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors Buyer Parties may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor Buyer Party is not relieved of any liability or obligations hereunder, and (b) either of the Investors Buyer Parties may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; hereunder and provided further, that RXi (c) any of the Parent Indemnified Persons may collaterally assign this Agreement and any or all of its rights and interest obligations hereunder to any purchaser provider of all debt financing to it or substantially all any of its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary AgreementsAffiliates. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees assigns and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assigneesassigns, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA a Parent Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of this Agreement. For the avoidance of doubt, it is hereby stated that neither the Company Investors nor their respective successors and assigns are parties to, nor third-party beneficiaries of, this Agreement and, following the Effective Time, only the Stockholders’ Committee (acting on behalf of the Company Investors and their respective successors and assigns) shall have any right to enforce the provisions of this Agreement (including Articles II, III, VI and XII hereof). Without limiting the generality of the foregoing, it is expressly acknowledged, understood and agreed that nothing in this Agreement is intended to or does or shall constitute an amendment to or establishment of any employee benefit plan or other plan.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this This Agreement will be is binding upon and inure to the benefit of the parties hereto Parties and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto Party for all purposes hereof. No party Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other partiesParties, and any attempt to do so will be null and void ab initio; provided, that (a) either Buyers may pledge or assign their rights hereunder as collateral security in connection with the Debt Financing but any such assignment will not relieve Buyers of the Investors may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its their obligations hereunder, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, and (b) either of the Investors may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; and provided further, that RXi may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary Agreements. Except as expressly provided hereinherein (including in Section 7.07 and Section 7.08), this Agreement is for the sole benefit of the parties hereto Parties and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto Parties and such successors and permitted assigneesassigns, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For Notwithstanding the avoidance of doubtforegoing sentence, it is hereby acknowledged and agreed by the parties hereto Parties that an SPA Indemnified Party that is not party hereto each of the Seller Parties is intended to be an express third third-party beneficiary of the right to receive the consideration due to such Seller Party under Article II and any additional amounts payable thereto under this Agreement. The rights granted pursuant to the immediately preceding sentence of this Section 11.03 will be enforceable only by the Sellers’ Representative in its sole and absolute discretion, on behalf of the Seller Parties.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. or obligations hereunder without the prior written approval of the other partiesparties (with the Securityholder Representative acting for all of the Effective Time Holders), and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors Parent may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor Parent is not relieved of any liability or obligations hereunder, and (b) either of the Investors may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; and provided further, that RXi may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary Agreements. Except as expressly provided herein, this This Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA a D&O Indemnified Party that is not party hereto is intended to be an express third party beneficiary of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party hereto may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of each of the other partiesparties hereto, and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors any Buyer Party may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor Buyer Party is not relieved of any liability or obligations hereunder, and (b) either of the Investors any Buyer Party may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all of its assets or designate such purchaser to perform its obligations hereunder; hereunder and provided further, that RXi (c) any of the Buyer Indemnified Persons may collaterally assign this Agreement and any or all of its rights and interest obligations hereunder to any purchaser provider of all debt financing to it or substantially all any of its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary AgreementsAffiliates. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt; provided, that it is hereby acknowledged and agreed by the parties hereto that an SPA any Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of ARTICLE IX of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other partiesparties (with the Securityholders’ Representative acting for all of the Securityholders), and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors Parent may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor the Parent is not relieved of any liability or obligations hereunder, and (b) either of the Investors Parent may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; hereunder and provided further, that RXi (c) any of the Parent Indemnified Persons may collaterally assign this Agreement and any or all of its rights and interest obligations hereunder to any purchaser provider of all debt financing to it or substantially all any of its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary AgreementsAffiliates. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other partiesparties (with the Securityholder Representative acting for all of the Effective Time Holders), and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors Parent may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor Parent is not relieved of any liability or obligations hereunder, and (b) either of the Investors may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder; and provided further, that RXi may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary Agreements. Except as expressly provided herein, this This Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. that an SPA Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of this Agreement.

Succession and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other partiesparties (with the Sellers’ Representative acting for all of the Sellers), and any attempt to do so will be null and void ab initio; provided, that (a) either of the Investors Buyer or Guarantor may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as such Investor neither Buyer nor Guarantor is not relieved of any liability or obligations hereunder, and (b) either of the Investors Buyer or Guarantor may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder, so long as neither Buyer nor Guarantor is relieved of any liability or obligations hereunder without the prior written consent of Sellers’ Representative; and provided further, that RXi (c) any of the Buyer Indemnified Persons may collaterally assign this Agreement and any or all of its rights and interest obligations hereunder to any purchaser provider of all debt financing to it or substantially all any of its assets, provided that the assignee delivers to the Investors an undertaking agreeing in writing to assume RXi’s obligations under this Agreement and the Ancillary AgreementsAffiliates. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that an SPA Indemnified Party Person that is not party hereto is intended to be an express third party beneficiary of this Agreement.