Common use of Succession and Assignment Clause in Contracts

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Acquisition Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate a wholly-owned subsidiary of the BuyerParent.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Acquisition Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate a wholly-owned subsidiary of the BuyerParent (other than Split-Off Subsidiary).

Succession and Assignment. This Agreement shall be binding upon and ---------- --- ---------- inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that notwithstanding the Transitory Subsidiary foregoing, the -------- ------- Buyer may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that Buyer and the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the BuyerSeller Entities.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Neither Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided that the Transitory Subsidiary Buyer may assign some or all of its rights, interests and and/or obligations hereunder to an Affiliate one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval approval, in the case of assignment by the other Parties; provided that Buyer, by the Transitory Subsidiary may assign its rightsSellers, interests and obligations hereunder to an Affiliate and, in the case of assignment by the Sellers or the Company, the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; Party, provided that the Transitory Subsidiary Buyer may assign its rightsall right, interests title and obligations hereunder interest in, to an Affiliate and under this Agreement to one or more Affiliates of the Buyer.

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval approval, in the case of assignment by the other Parties; provided that Buyer, by the Transitory Subsidiary may assign its rightsSeller, interests and obligations hereunder to an Affiliate and, in the case of assignment by the Seller or the Company, the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary Buyer may freely assign its rights, interests and rights to another direct or indirect wholly owned subsidiary of Parent without such prior written approval but no such assignment shall relieve Buyer or Parent of any of its obligations hereunder to an Affiliate of the Buyerhereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary Sub may freely assign its rights, interests and rights to another wholly owned subsidiary of Parent without such prior written approval but no such assignment shall relieve Sub of any of its obligations hereunder to an Affiliate of the Buyerhereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; Party, provided that the Transitory Subsidiary Buyer may assign its rightsall right, interests title and obligations hereunder interest in, to an Affiliate of the Buyerand under this Agreement to one or more affiliated entities.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assignsherein. No Party may shall have the right to assign either its rights or obligations under this Agreement or any of its rights, interests or obligations hereunder without the prior written approval consent of the other PartiesParties hereto; provided provided, however, that the Transitory Subsidiary Partnership may assign make a collateral assignment of this Agreement solely to secure financing for the Partnership and its rights, interests and obligations hereunder to an Affiliate of the Buyersubsidiaries.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided Party, except that the Transitory Subsidiary Buyer may assign its rights, interests and obligations rights hereunder to an Affiliate any wholly owned subsidiary of the Buyer, provided that no such assignment shall relieve the Buyer of any of its liabilities or obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that Buyer and the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the BuyerRequisite Sellers.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other PartiesBuyer and the Sellers; provided provided, however, that the Transitory Subsidiary may Buyer shall be permitted without the prior written consent of the other Parties to assign its rights, interests and rights but not its obligations hereunder under this Agreement to an Affiliate of the Buyerlenders under the Debt Financing.

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval approval, in the case of assignment by the other Parties; provided that Buyer, by the Transitory Subsidiary may assign its rightsSellers, interests and obligations hereunder to an Affiliate and, in the case of assignment by the Sellers or the Companies, the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein in this Agreement and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided that the Transitory Subsidiary Buyer may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary MergerCo may assign its rights, interests and obligations hereunder to an Affiliate a wholly-owned subsidiary of the BuyerParent (other than Split-Off Subsidiary).

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary Merger Sub may freely assign its rights, interests and obligations hereunder rights to an Affiliate another wholly owned subsidiary of the BuyerParent without such prior written approval but no such assignment shall relieve the Merger Sub of any of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests rights or delegate any of its performance obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer. Any purported assignment of rights or delegation of performance obligations in violation of this Section 9.4 is void.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary Buyer may freely assign its rights, interests and rights to another wholly owned subsidiary of Parent without such prior written approval but no such assignment shall relieve Buyer of any of its obligations hereunder to an Affiliate of the Buyerhereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party Neither Seller nor Buyer may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the BuyerParty.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that the Transitory Subsidiary Buyer may (i) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate one or more of the Buyerits Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; Party, provided that the Transitory Subsidiary Buyer may assign this Agreement in connection with a transfer of all or substantially all of its rights, interests assets and obligations hereunder to an Affiliate of the Buyerbusiness.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary Buyer may assign all or any portion of its rights, interests and and/or obligations hereunder to an Affiliate one or more wholly owned subsidiaries of the Buyer, provided that the Buyer remains primarily liable therefor, and the Buyer may assign or grant a security interest to its lender in its rights in this Agreement.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Transitory Subsidiary Buyer may assign this Agreement and any of its rights, interests and obligations hereunder to an Affiliate Affiliates without the approval of any other Party. The restriction on assignment shall not operate as a limitation on Reserves’ right to be substituted as the Buyerbuyer under this Agreement as provided in Section 2.5 hereof.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Neither Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided that the Transitory Subsidiary Buyer may assign some or all of its rights, interests and and/or obligations hereunder to an Affiliate one or more Affiliates of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Transitory Subsidiary Sub may assign its rights, interests and obligations hereunder to an Affiliate of the Buyeranother Affiliate.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective personal representatives, heirs, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval consent of the each other PartiesParty; provided that the Transitory Subsidiary Buyer may assign any or all of its rights, interests and or obligations hereunder to an Affiliate one or more of the Buyerits Affiliates without such prior consent, so long as Buyer still remains responsible for such obligations thereafter.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of his or its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests DGBI and obligations hereunder to an Affiliate of the BuyerSignatory Equity Holders.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided provided, that the Transitory Subsidiary Buyer may assign some or all of its rights, interests and and/or obligations hereunder to an Affiliate one or more wholly-owned Subsidiaries of the Buyer; provided, further, that the Buyer shall remain liable under this Agreement if it makes such an assignment.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided parties, provided, however, that the Transitory Subsidiary Merger Sub may freely assign its rights, interests and obligations hereunder rights to an Affiliate another wholly owned subsidiary of the BuyerParent without such prior written approval.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary Buyer may assign its rights, interests and obligations hereunder to an Affiliate of the BuyerBuyer without the prior written approval of the other Parties provided further that in the event of any such assignment the Buyer remains primarily liable for all of the obligations and liabilities under this Agreement.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided Party, except that the Transitory Subsidiary Buyer may assign its rightsthis Agreement, interests or specific rights hereunder, to any Affiliate, and obligations hereunder to an Affiliate that upon consummation of the Buyertransactions contemplated hereby, the Buyer may assign the rights obtained hereunder without restriction (other than restrictions to which such rights may be subject pursuant to their terms).

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Neither Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparty; provided provided, however, that the Transitory Subsidiary Buyer may assign any or all of its rights, rights and interests and obligations (but not its obligations) hereunder to an Affiliate of the BuyerWangs.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that parties. Notwithstanding the Transitory Subsidiary foregoing, Purchaser may assign its rights, interests and obligations rights hereunder to an Affiliate or to any successor to substantially all of its business and may collaterally assign its rights with respect to this Agreement and the Buyertransactions contemplated herein to its lender(s).

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Partiesparties; provided that the Transitory Subsidiary Company may assign its rights, interests and obligations hereunder to an Affiliate of in the Buyerevent it consummates a merger, acquisition and/or sale.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that the Transitory Subsidiary Buyer may (i) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate one or more wholly-owned subsidiaries and (ii) designate one or more of the Buyerits wholly-owned subsidiaries to perform its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided Parties except that the Transitory Subsidiary Buyer may assign its rightsinterest hereunder, interests and obligations hereunder without the consent of the other Parties hereto, to an any Affiliate of the Buyer, in which case the Buyer shall remain liable for all of its obligations under this Agreement.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesBuyer and Seller; provided provided, however, that the Transitory Subsidiary Seller may (i) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate one or more of the Buyerits Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that the Transitory Subsidiary Buyer may (i) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder, but no such assignment shall relieve the BuyerBuyer of any of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; , provided however, that the Transitory Subsidiary Optionee may assign some or all of its rights, interests and obligations rights hereunder to an Affiliate of the Buyera wholly owned subsidiary.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparty; provided provided, however, that the Transitory Subsidiary each Investor may assign its rights, rights and interests and obligations hereunder to an Affiliate of the Buyerany Permitted Transferees.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided parties, except that the Transitory Subsidiary Parent and Merger Sub may assign any or all of its respective rights, interests and or obligations hereunder to an Affiliate one or more of its Affiliates without the consent of the BuyerCompany, provided, that no such assignment shall relieve Parent or Merger Sub, as the case may be, from any of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that . Notwithstanding the Transitory Subsidiary foregoing, the Buyer may assign its rights, interests rights and obligations hereunder to an Affiliate a subsidiary of the Buyer, provided that the Buyer also remains liable for the discharge of such obligations.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that the Transitory Subsidiary may Buyer may: (i) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate ten or more of the Buyerits Affiliates; and (ii) designate ten or more of its Affiliates to perform its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests interests, and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its such Party’s rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that . Notwithstanding the Transitory Subsidiary foregoing, Purchaser may assign its rights, interests and obligations hereunder rights under this Agreement on or before the Closing Date to an Affiliate or wholly owned Subsidiary in its sole and absolute discretion, provided that such assignment shall not relieve Purchaser of the Buyerany of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their its respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that the Transitory Subsidiary any Buyer may assign its rights, interests and obligations hereunder this Agreement to an any subsidiary or Affiliate of such Buyer without the Buyerconsent of Seller; and provided further that any such assignment shall not release such Buyer from its obligations hereunder. Any such assuming subsidiary, Affiliate shall agree in writing to be bound by all of the terms and conditions of this Agreement.

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary Merger Sub may freely assign its rights, interests and rights to a Parent Subsidiary without such prior written approval but no such assignment shall relieve Merger Sub of any of its obligations hereunder to an Affiliate of the Buyerhereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may sell, assign or otherwise transfer or have a third party secure a present or future direct or indirect interest in either this Agreement or any of his or its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate all of the BuyerPurchaser, the Company and the Selling Parties.

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of, in the case of assignment by Company or any Principal Shareholder, Purchaser, and, in the other Parties; provided that the Transitory Subsidiary may assign its rightscase of assignment by Purchaser, interests and obligations hereunder to an Affiliate of the BuyerCompany.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors successors, assigns, distributees, heirs, and permitted assignsgrantors of any revocable trusts of a Party hereto. No Party may assign either this Agreement or any of its or his rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary provided, however, OREX may assign its rights, interests and obligations hereunder this Agreement to an Affiliate their Affiliates as part of the Buyera corporate restructuring.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that Buyer may without the Transitory Subsidiary may consent of Sellers (i) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate one or more of the Buyerits Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary Purchaser may freely assign its rights, interests and obligations hereunder rights to an Affiliate purchase Shares in the Offer to another wholly owned subsidiary of the BuyerParent without such prior written approval.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary each of Parent and Merger Sub may freely assign its rights, interests and rights to another direct or indirect wholly owned subsidiary of Parent or Merger Sub without such prior written approval but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder to an Affiliate of the Buyerhereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary Sub may freely assign its rights, interests and rights to another wholly owned subsidiary of Parent without such prior written approval but no such assignment shall relieve Sub or Parent of any of its respective obligations hereunder to an Affiliate of the Buyerhereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided provided, that the Transitory Subsidiary Buyer may assign its rights, interests and obligations hereunder rights under this Agreement to an Affiliate another wholly owned subsidiary of the BuyerBuyer by notice to the Company; provided, further, that the Buyer shall remain liable for all its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may sell, assign or otherwise transfer or have a third party secure a present or future interest in either this Agreement or any of his or its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate all of the BuyerPurchaser, the Company and the Selling Parties.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Transitory Subsidiary Buyer may freely assign its rights, interests and obligations hereunder rights to an Affiliate another wholly owned subsidiary of the BuyerParent without such prior written approval but no such assignment shall relieve the Buyer of any of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that the Transitory Subsidiary Buyer may (i) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate one or more of the Buyerits Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder, but no such assignment shall relieve Buyer of any of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its such Party's rights, interests or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however that the Transitory Subsidiary Buyer may (1) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate one or more of the Buyerits Affiliates and (2) designate one or more of its Affiliates to perform its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary Acquisition Subsidiaries may assign its their rights, interests and obligations hereunder to an Affiliate a wholly-owned subsidiaries of the BuyerParent.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; , provided that the Transitory Subsidiary Buyer may assign this Agreement, together with its rights, interests and obligations hereunder to an Affiliate hereunder, with the prior written approval of the BuyerIndemnification Representative.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Neither Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided that the Transitory Subsidiary Buyer may assign some or all of its rights, interests and and/or obligations hereunder to an Affiliate one or more Affiliates of the BuyerBuyer with the prior consent of Seller, which consent shall not be unreasonably withheld.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that . Notwithstanding the Transitory Subsidiary foregoing, Buyer may assign to its rightsAffiliates as they exist now or in the future; provided, interests and however, that no such assignment will relieve Buyer of any of its obligations hereunder to an Affiliate of the Buyerunder this Agreement.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Neither Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that the Transitory Subsidiary Buyer may assign any or all of its rights, interests and obligations hereunder to an its Affiliate of upon written notice to the BuyerSeller.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, that the Transitory Subsidiary Buyer and/or Loton may assign its rights, interests and obligations hereunder to an Affiliate of in the Buyerevent it consummates a merger, acquisition and/or sale.

Succession and Assignment. This Agreement shall be binding upon ------------------------- and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided provided, however, that the Transitory Subsidiary Buyer may assign any or all of its rights, -------- ------- rights and interests and obligations hereunder to an Affiliate one or more of the Buyerits Affiliates.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Prior to the Closing, no Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParties hereto; provided provided, however, that prior to Closing, Buyer may, without the Transitory Subsidiary may consent of, but with notice to, the Seller, assign its rights, interests rights and obligations hereunder under this Agreement (but not Ameritech's) and the right to an Affiliate acquire the Acquired Assets to one of the Buyerits subsidiaries or Affiliates.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective personal representatives, heirs, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval consent of the other PartiesParty; provided that the Transitory Subsidiary Buyer may assign any or all of its rights, interests and or obligations hereunder to an Affiliate one or more of the Buyerits Affiliates without such prior consent, so long as Buyer still remains responsible for such obligations thereafter.

Succession and Assignment. This Agreement shall be binding upon upon, and inure to the benefit of of, the Parties named herein and their respective representatives, successors and permitted assigns. No Party None of the Parties may assign either this Agreement or any of its the rights, interests or obligations hereunder without the prior written approval of the other Parties; provided , except that Purchaser shall have the Transitory Subsidiary may right to assign its rights, interests and obligations hereunder this Agreement to an Affiliate affiliate, successor-in-interest, lender or other financing source without the consent of the Buyerother Parties.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Merger Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesBuyer and the Sellers; provided provided, however, that the Transitory Subsidiary Buyer may assign all of its rights, interests and obligations hereunder to an Affiliate one of its Subsidiaries; provided, further, that in such event the BuyerBuyer shall not be relieved of any of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party hereto may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of Parent and the other PartiesPrincipal Shareholders; provided provided, however, that the Transitory Subsidiary Parent may assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate of the Buyera wholly- owned Subsidiary.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its such Parties' rights, interests interests, or obligations hereunder without the prior written approval of At Home Holdings and the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the BuyerShareholders.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Transitory Subsidiary Buyer may assign its rights, interests rights and obligations hereunder to an Affiliate of the BuyerCWS or any affiliate thereof.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesBuyer and the Sellers; provided provided, however, that the Transitory Subsidiary Buyer may assign all of its rights, interests and obligations hereunder to an Affiliate one of its Subsidiaries; provided, however, that in such event the BuyerBuyer shall not be relieved of any of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Acquisition Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate a wholly-owned Subsidiary of the BuyerParent.

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective heirs, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary Buyer may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Transitory Subsidiary Buyer may (i) assign all of its rights, rights and interests and obligations hereunder to an Affiliate one or more of the Buyerits Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Acquisition Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate a wholly-owned subsidiary of the BuyerParent (other than LLC).

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.. 51 PAGE

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that Party. Notwithstanding the Transitory Subsidiary foregoing, Buyer may collaterally assign its rights, interests rights with respect to this Agreement and obligations hereunder the transactions contemplated herein to an Affiliate of the Buyerits lender(s) if required to do so by same.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party hereto may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of Holdings, the other Parties; provided that the Transitory Subsidiary may assign its rights, interests Existing Stockholders and obligations hereunder to an Affiliate of the BuyerBRS.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other PartiesParties hereto; provided provided, that the Transitory Subsidiary Buyer may assign some or all of its rights, interests and obligations hereunder to an Affiliate one or more Affiliates of the BuyerBuyer without prior written approval of any Party hereto.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign parties, other than in connection with transfers of its rights, interests and obligations hereunder to an Affiliate securities of the BuyerCompany in accordance with the Stockholders Agreement.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Buyer or the Transitory Subsidiary may assign its rights, interests respective rights and obligations hereunder to an Affiliate any wholly-owned direct or indirect subsidiary of the Buyer, but no such assignment shall relieve the Buyer of its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its such Party’s rights, interests interests, or obligations hereunder under this Agreement without the prior written approval of the other PartiesParty; provided, however that Buyer may assign this Agreement without Parent’s or Seller’s prior written approval to any (a) subsidiary of Buyer, provided that the Transitory Subsidiary may assign Buyer shall remain liable for all of its rights, interests and obligations hereunder to an Affiliate of or (b) Person after the BuyerClosing.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Neither Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; except that without such consent, Buyer may assign this Agreement to any Affiliate or to any purchaser of or the successor to any business of Buyer to which this Agreement principally relates, provided that the Transitory Subsidiary may assign Buyer shall remain primarily liable for its rights, interests and obligations hereunder to an Affiliate of the Buyerunder this Agreement notwithstanding any such assignment.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that parties. Notwithstanding the Transitory Subsidiary foregoing, Purchaser may assign its rights, interests and obligations rights hereunder to an Affiliate or to any successor to substantially all of the BuyerBusiness and may collaterally assign its rights with respect to this Agreement and the transactions contemplated herein to its lender(s).

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Transitory Subsidiary Buyer may (i) assign any or all of its rights, rights and interests and obligations hereunder to an Affiliate one or more of the Buyerits Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein in this Agreement and their respective successors and permitted assigns. No Party may assign assign, by operation of law or otherwise, either this Agreement or any of its rights, interests interests, or obligations hereunder under this Agreement without the prior written approval of the other Parties; provided provided, however, that the Transitory Subsidiary Parties may (i) assign any or all of its rightsrights and interests under this Agreement to one or more of their Affiliates, interests and obligations hereunder (ii) grant a security interest in their rights herein to an Affiliate of the Buyerany lenders (including Lender) or their Affiliates.

Succession and Assignment. This Agreement shall be binding upon and --------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Neither Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParty; provided that the Transitory Subsidiary Buyer may assign some or all of its rights, interests and and/or obligations hereunder to an Affiliate one or more Affiliates of the BuyerBuyer with the prior consent of Seller, which consent shall not be unreasonably withheld.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Acquisition Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the BuyerParent.

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of, in the case of assignment by the Buyer or Merger Sub, each of the other Parties; provided that Stockholders, and, in the Transitory Subsidiary may assign its rightscase of assignment by any of the Stockholders, interests and obligations hereunder to an Affiliate of the Buyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary Buyer may assign its his rights, interests and obligations hereunder to an Affiliate of the entity wholly-owned by Buyer.