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 such Party’s rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; provided, however, that the Buyer may may, upon prior written notice (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its his Affiliates to perform its his obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its his obligations hereunder) and (iii) assign any and all grant a security interest in respect of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityhis lenders.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Purchaser and the SellerCompany; provided, however, that the Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Xxxxxxxxx and the SellerPrincipals; provided, however, that the Buyer (a) Xxxxxxxxx may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Xxxxxxxxx nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iiib) the Company may assign its right to receive any and or all of its rights hereunder to and for the benefit of any lender purchase price to the Buyer or parties set forth in the Company for Notes and the purpose of providing collateral securityAdditional Payments Schedules.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may may, upon prior written notice (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all grant a security interest in respect of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityits lenders.

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to assume liabilities and to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to ). Furthermore, the Buyer may collaterally assign this Agreement to any sources of financing solely to secure the Buyer’s obligations under any credit arrangements entered into in connection with this Agreement (and any refinancings or the Company for the purpose of providing collateral securitysubstitutions thereof), and any party may assign its right to receive a payment entitled to be received by it pursuant to this Agreement.

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 may assign either this Agreement or any of such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Buyer, the Stockholders and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliatesaffiliates, (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iii) collaterally assign any and or all of its rights and interests hereunder to and for one or more lenders of the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityBuyer.

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors successors, heirs, and permitted assigns. No Party may assign either this Agreement or any of such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and ). In furtherance of the foregoing, Seller will, at Buyer’s request, execute such other documents as may be necessary to transfer all or a portion of its rights hereunder the Shares to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityBuyer’s Affiliate at Closing.

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 such Party’s his, her or its rights, interests, interests or obligations hereunder without the prior written approval of the Buyer and the Sellerother parties hereto; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, ; (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ); and (iii) assign any and this Agreement in connection with a change of control or sale of all or substantially all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityassets.

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 may assign either this Agreement or any of such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Buyer, the Stockholder and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliatesaffiliates, (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iii) collaterally assign any and or all of its rights and interests hereunder to and for one or more lenders of the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityBuyer.

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 such Party’s its or his rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the Buyer may (i) assign -------- ------- any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; other Parties provided, however, that (i) the Buyer may (iA) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (iiB) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iiiii) any of Vista, Ocular or Paxton may assign its rigxxx xnd obligations hereunder to any and purchaser of substantially all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityassets.

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Subsidiaries or Affiliates and (ii) designate one or more of its Subsidiaries or Affiliates to perform its obligations hereunder (in any or all of which cases case the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iii) collaterally assign any and or all of its rights and interests hereunder to and for one or more lenders of the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityBuyer.

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 such Party’s his or its rights, interests, interests or obligations hereunder without the prior written approval of the Buyer and the Seller; , provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliatesaffiliates, and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

Succession and Assignment. This Agreement shall be binding upon and inure insure 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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerXxxxxxx; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Parties; provided, however, that the Buyer may without such approval (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iii) collaterally assign any and all of its rights hereunder to and for one or more financial institution(s) providing financing in connection with the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securitytransactions contemplated hereby.

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 such Party’s his or its rights, interests, interests or obligations hereunder without the prior written approval of the Buyer and the SellerTarget; providedPROVIDED, howeverHOWEVER, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers’ Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates without such approval and (ii) designate one or more of its Affiliates to perform its obligations hereunder (hereunder, in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) . Sellers hereby consent to the pledge and (iii) assign any and assignment by Buyer of all of its rights hereunder under this Agreement to one or more lenders (and for the benefit of their permitted assigns) in connection with any lender financing or refinancing related to the Buyer or the Company for the purpose of providing collateral securitytransactions contemplated by this Agreement.

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother party; provided, however, that the Buyer may (i) assign any or -------- ------- all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (hereunder, in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign . In the event Buyer assigns or delegates any and all of its rights hereunder as provided in the foregoing sentence, Buyer shall cause such Affiliate to and be capitalized, or shall guarantee or otherwise provide financial support for the benefit obligations of any lender to the Buyer or the Company for the purpose of providing collateral securitysuch Affiliate.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers' Representative; provided, provided however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iii) assign any and all of its rights hereunder and interests herein to its lenders and for the benefit of agents therefor as collateral security under any lender to the Buyer applicable agreements, indentures or the Company for the purpose of providing collateral securityother debt instruments.

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 such Party’s his, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Buyer, Seller and the SellerAccess Plans; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer Holdings and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its and such assignee's obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers’ Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) ), including to Xxxxxx Corp.; and, provided, further, that Buyer may assign any and all of its rights hereunder under this Agreement as collateral security in connection with obtaining any financing contemplated to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securitybe obtained in connection with 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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, wholly-owned subsidiaries and (ii) designate one or more of its Affiliates wholly-owned subsidiaries to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) ); provided, further, that the Seller may assign any and or all of its rights and interests hereunder to and in connection with the sale of all or substantially all of its assets (in which case, the Seller nonetheless shall remain responsible for the benefit performance of any lender to the Buyer or the Company for the purpose all of providing collateral securityits 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 such Party’s his, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Xxxxx and the Seller; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one (1) or more of its Affiliates, ; and (ii) designate one (1) or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer Purchaser and the SellerCompany; provided, however, that the Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all ), without the consent of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityother Parties hereto.

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 such Party’s 's rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, interests or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates including Newco and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder). Any assignment or attempted assignment of this Agreement in violation of this Section 8(e) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityshall be void ab initio.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer I-trax and the SellerMembers; provided, however, that the Buyer may I-trax may: (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, ; (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer I-trax nonetheless shall remain responsible for the performance of all of its obligations hereunder) ); and (iii) assign any and or all of its rights and interests hereunder to and for the benefit of any lender Person with which or into which I-trax may be merged or which may succeed to the Buyer its assets or the Company for the purpose of providing collateral securitybusiness.

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder). Notwithstanding the foregoing, from and after the Closing, the Buyer may assign its rights (but not its obligations) and (iii) assign under this Agreement to any and other Person that buys all or substantially all of its rights hereunder to and for the benefit business of any lender to the Buyer or the Company for and its Subsidiaries from the purpose of providing collateral securityBuyer.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and or (iii) assign any and all of its rights rights, interests and obligations hereunder to and for PubCo in connection with the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityLiquidation.

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer Purchaser and the SellerCompany; provided, however, that the Buyer may Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all ), without the consent of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityother Parties hereto.

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 such Party’s his, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerMember Agent; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or her rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerRequisite Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerCompany; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security.

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 such Party’s his or its rights, interests, interests or obligations hereunder without the prior written approval of the Buyer and the SellerTarget; provided, however, that the Buyer may (i) assign any or all of its -------- ------- rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his, her or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform any or all of its obligations hereunder under this Agreement (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the (x) Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iiiy) Seller may assign any and all of this Agreement to its rights hereunder to and for the benefit of any lender stockholders, or a committee thereof, incident to the Buyer or the Company for the purpose liquidation of providing collateral securitySeller.

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerHoldings; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Buyers and the SellerSellers' Owner; provided, however, that the Buyer Buyers may (i) assign any or all of its their rights and interests hereunder to one or more of its Affiliates, their Affiliates and (ii) designate one or more of its their Affiliates to perform its their obligations hereunder (in any or all of which cases the Buyer Buyers nonetheless shall remain liable and responsible for the performance of all of its their obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer Holdings and the SellerPlayStream; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its and such assignee's obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors or heirs and permitted assigns. No Party may assign either this Agreement or any of such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Parties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, ; (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and ); (iii) assign any and or all of its rights hereunder in connection with a sale of all of its business; and/or (iv) assign its rights hereunder to any lenders or financing sources, their agent and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securitytheir successors and assigns.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSeller Stockholder; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Buyer, the Stockholders and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliatesaffiliates, (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iii) collaterally assign any and or all of its rights and interests hereunder to and for one or more lenders of the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityBuyer.

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 such Party’s his rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSeller Representatives; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Parties; provided, however, that the Buyer may without such approval (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the Buyer may (i) assign ----------------- any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his, her or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerCompany; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and ), or (iii) assign its rights under this Agreement for collateral security purposes to any and all lenders providing financing to Buyer or any of its rights hereunder to and for the benefit of any lender Affiliates, provided that, in each such case, Buyer remains liable under this Agreement to the Buyer same extent as though the assignment or the Company for the purpose of providing collateral securitydesignation had not occurred.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerShareholders; provided, however, that the Buyer may may; (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, ; (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ); and (iii) assign any and or all of its rights and interests hereunder to and for the benefit any purchaser of any lender to the Buyer or of substantially all of the Company for the purpose of providing collateral securityBuyer's assets.

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 such Party’s his rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may ----------------- (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Parties; provided, however, that the Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iii) assign any and or all of its rights and interests hereunder and delegate any or all of its obligations hereunder to and for the benefit a transferee in connection with a transfer of any lender to the Buyer or the Company for the purpose of providing collateral securityShares.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security.

Succession and Assignment. This Agreement and the Related Agreements shall be binding upon and inure to the benefit of the Parties named herein parties hereto and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer Purchaser and the Seller; provided, however, that the Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all grant a security interest in respect of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityits lenders.

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSeller Entities; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Purchaser and the SellerRepresentative; provided, however, that the Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein parties and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of such Party’s its rights, interests, or obligations hereunder without the prior written approval consent of the Buyer and the Seller; other party, provided, however, that Purchaser may, without the Buyer may consent of the Seller, (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerRepresentatives; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) ); provided, further, that Buyer may collaterally assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of financial institution providing collateral security.financing in connection with this Agreement. 57

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 Neither party may assign either this Agreement or any of such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and ), (iii) assign any and or all of its rights and interests hereunder to and for the benefit as part of any lender to the a transaction in which Buyer sells all or the Company for the purpose substantially all of providing collateral securityits assets or otherwise undergoes a change in control.

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 such Party’s her or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Purchaser and the Seller; provided, however, that the Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder under this Agreement without the prior written approval of the Buyer and the Sellerother Parties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder under this Agreement to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityunder 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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers Representatives; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; provided, however, that the Buyer may may: (ia) assign any or all of its rights and interests hereunder to one (1) or more of its Affiliates, ; (iib) designate one (1) or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and ); or (iiic) assign any and all of its rights hereunder under this Agreement for collateral security purposes to and for the benefit of any lender lenders providing financing to the Buyer or Buyer, the Company for the purpose or any of providing collateral securitytheir 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 Party may assign either this Agreement or any of such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Fonix, Buyer and the SellerSeller Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerRequisite Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s his or her rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and ). In the event of a merger of Brxxx xnd Buyer following the Closing, the surviving entity, if other than Buyer, shall be entitled to all of its the rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityunder 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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; provided, however, that the Buyer Seller may (i) assign any or all of its 28 rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases case the Buyer Seller nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s her or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers' Agent; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (hereunder, in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign . In the event Buyer assigns or delegates any and all of its rights hereunder as provided in the foregoing sentence, Buyer shall cause such Affiliate to and be capitalized, or shall guarantee or otherwise provide financial support for the benefit obligations of any lender to the Buyer or the Company for the purpose of providing collateral securitysuch Affiliate.

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) hereunder and (iii) assign any and all the guarantee of its rights hereunder the Buyer’s Guarantor will continue to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityapply).

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 such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellerother party; provided, however, that the Buyer may Purchaser may, without consent of Seller, (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) transfer and assign any its rights and obligations, in whole or in part, in connection with (a) the purchase of all or substantially all of its rights hereunder the Conveyed Assets or (b) the acquisition of 50% or more of the total voting power of Purchaser by any Person. Any attempt to assign this Agreement, except as provided in this Section 11.9, shall be null and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityvoid.

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 may assign either this Agreement or any of such Party’s his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer Buyer, the Members and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliatesaffiliates, (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) ), and (iii) collaterally assign any and or all of its rights and interests hereunder to and for one or more lenders of the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityBuyer.

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 such Party’s its rights, interests, or obligations hereunder under this Agreement without the prior written approval of the Buyer and the SellerSellers; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder under this Agreement to one or more of its Affiliates, affiliates; and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral securityunder this Agreement).

Succession and Assignment. This Agreement Amendment 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 Amendment or any of such Party’s its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; provided, however, that the Buyer may (ia) assign any or all of its rights and interests hereunder to one (1) or more of its Affiliates, ; (iib) designate one (1) or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and ); or (iiic) assign any and all of its rights hereunder under this Agreement for collateral security purposes to and for the benefit of any lender lenders providing financing to the Buyer or the Company for the purpose any of providing collateral securityits 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 Party may assign either this Agreement or any of such Party’s her or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the SellerMajority Shareholders; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) assign any and all of its rights hereunder to and for the benefit of any lender to the Buyer or the Company for the purpose of providing collateral security).