Successor and Assigns; Third Party Beneficiaries. Subject to Section 2.6, neither this Agreement nor the rights and obligations hereunder may be assigned, subcontracted or otherwise delegated or transferred by a Party without the prior written consent of the other Party. All of the terms, covenants, representations, warranties and conditions of this Agreement will be binding upon, and inure solely for the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns (and in the case of indemnities, for the benefit of all Persons indemnified). Nothing herein expressed or implied is intended or will be construed to confer upon or to give to any Person that is not a Party any rights, claims or remedies under or by reason of this Agreement. Notwithstanding the foregoing, without the consent of the other Party, (i) either Party may assign all of its rights and obligations in whole under this Agreement in connection with a merger, consolidation, liquidation or other business combination involving or an acquisition of all or substantially all assets of such Party by an unaffiliated third party (a “Change of Control”) so long as the resulting, surviving or transferee person assumes all the obligations of the relevant Party hereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party; provided that in the event of a Change of Control of a Party in which the acquirer is a competitor of the other Party (as determined by the other Party in its reasonable discretion), the other Party shall have the right to terminate this Agreement, and (ii) either Party may assign certain of its rights and obligations under this Agreement to an unaffiliated third party acquirer of any assets of a Service Recipient, and following such assignment, the applicable Service Provider(s) shall continue to provide the Scheduled Services hereunder in respect of such assets except to the extent the Service Recipient elects to terminate such Scheduled Services. In the event of a Change of Control of a Service Provider, unless the rights and obligations of such Service Provider under this Agreement vest in such resulting, surviving or transferee person by operation of law, such Service Provider shall assign its rights and obligations under this Agreement to such resulting, surviving or transferee person to ensure continued provision of the services hereunder to the applicable Service Recipients.
Successor and Assigns; Third Party Beneficiaries. Neither this Agreement, the Transaction Documents nor the rights and obligations hereunder or thereunder may be assigned, subcontracted or otherwise delegated or transferred without the prior written consent of the Stockholder Representative, Parent and Company. All of the terms, covenants, representations, warranties and conditions of this Agreement will be binding upon, and inure solely for the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns (and in the case of indemnities, for the benefit of all Persons indemnified). Nothing herein expressed or implied is intended or will be construed to confer upon or to give to any Person that is not a Party any rights, claims or remedies under or by reason of this Agreement or the other Transaction Documents, except as set forth in Section 6.3, Section 8.4, Section 8.11 and Section 10.10 and for parties expressly entitled to the protection of any indemnification provision of this Agreement. Notwithstanding the foregoing, each Financing Party is an express third party beneficiary of Sections 9.2, 10.3, 10.5 and this Section 10.2 and may enforce such provisions as if direct parties to this Agreement. Notwithstanding anything in this Agreement to the contrary, each Company Equityholder is an express third party beneficiary of Sections 6.13, 6.14, 6.16, 6.17, 6.21, 8.9, 8.10, and 8.11 and the Stockholder Representative may enforce such provisions on behalf of each Company Equityholder. 100
Successor and Assigns; Third Party Beneficiaries. This Agreement is binding on and inures to the benefit of Executive and the Executive Family Limited Partnership and their respective heirs, executors, trustees, representatives and administrators, and the Company and Holdings and their respective successors and assigns. The Released Parties who are not parties to this Agreement are third-party beneficiaries of this Agreement and shall be entitled to enforce the terms and provisions of this Agreement.
Successor and Assigns; Third Party Beneficiaries. This Agreement will bind and inure to the benefit of both parties and their respective successors and assigns, including any corporation or entity with which or into which the Company may be merged or that may succeed to all or substantially all of its assets or business; provided, however, that your obligations are personal and you cannot assign them to others. You specifically agree that HMS Holdings Corp. is a third party beneficiary of this Agreement and may enforce it directly for its or its affiliates’ benefit.
Successor and Assigns; Third Party Beneficiaries. This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. Any Affiliate of Buyer will be a third-party beneficiary of all of the covenants and agreements made by Seller in this Agreement. The obligations of Seller under this Agreement will be personal and not assignable or delegable. Buyer retains the unrestricted right to assign all or any portion of its rights under this Agreement to any Affiliate of Buyer or any other person who has or may hereafter acquire the Business.
