Common use of Successors and Assigns; No Third Party Beneficiaries Clause in Contracts

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this Agreement and all its provisions shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder).

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its of the provisions hereof shall be binding upon and inure to the benefit of the Parties parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, but neither this Agreement nor any of the rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights interests or obligations under this Agreement hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other Parties parties hereto (which consent may not be unreasonably withheld) and ), except that any purported assignment without such consent party shall be void; provided that Purchaser mayhave the right, without the consent of Parentany other party hereto, to assign any all or all a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but not no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations hereunder, under this Agreement to any one of its Affiliates (although no the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Purchaser Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of its the rights, benefits or obligations to of Parent or any Purchaser of the Parent Indemnified Party hereunder)Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, furtherhowever, that Parent may, without the consent Indemnified Parties are intended to be third party beneficiaries of Purchaser, assign any or all the provisions of its rights (including its ownership interest in any Acquired Subsidiary)Article V hereof, and its respective related obligations hereunder, shall have the right to any of its Affiliates (although no enforce such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)provisions as if they were parties hereto.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding solely upon and inure solely to the benefit of the Parties and their respective permitted successors and assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilitiesLiabilities; provided provided, that (a) the provisions of Article X Section 6.11 will inure to the benefit of the D&O Indemnified PartiesPersons and (b) the provisions of Section 6.11(a) will inure to the benefit of Seller’s Affiliates. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided provided, that Purchaser may, without the consent of ParentSeller, assign any or all of its rights, but not its rights or obligations hereunder, hereunder to any of its Affiliates Subsidiaries that is wholly owned by Purchaser (although no such assignment shall relieve Purchaser of its obligations to Parent Sellers). For the avoidance of doubt, the amalgamation or merger (whether forward or reverse) of any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent to this Agreement with one or more Affiliates of Purchaser, assign any or all such Party shall not constitute an assignment for purposes of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)this Section 10.10.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.711.9, this Agreement and all its provisions shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties Party (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided that Purchaser Legg Mason may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of PurchaserCitigroup, assign any or all of its rights (including its ownership interest in any Acquired Legg Mason Subsidiary) and its related obligations hereunder, to any of its wholly-owned Subsidiaries (although no such assignment shall relieve Legg Mason of its obligations to Citigroup or any Legg Mason Indemnified Party hereunder); provided further that Citigroup may, without the consent of Legg Mason, assign any or all of its rights (including its ownership interest in any CAM Subsidiary), and its respective related obligations hereunder, to any of its Affiliates wholly-owned Subsidiaries (although no such assignment shall relieve Parent Citigroup of its obligations to Purchaser Legg Mason or any Sellers Citigroup Indemnified Party hereunder).

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding solely upon and inure solely to the benefit of the Parties and their respective permitted successors and assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties hereto or their respective permitted successors and assigns, any rights, remedies or liabilitiesLiabilities; provided provided, that (a) the provisions of Article X will inure to the benefit of the Indemnified Parties, (b) the provisions of Section 6.8 will inure to the benefit of the D&O Indemnified Parties and (c) the provisions of Section 6.9 will inure to the benefit of Sellers’ Affiliates. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) hereto and any purported assignment without such consent shall be void; provided provided, that Purchaser may, without the consent of ParentSellers, assign any or all of its rights, but not its rights or obligations hereunder, hereunder to any of its Affiliates Subsidiaries that is wholly owned by the Purchaser (although no such assignment shall relieve Purchaser of its obligations to Parent Sellers or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Seller Indemnified Party hereunder).

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding solely upon and inure solely to the benefit of the Parties and their respective permitted successors and assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilitiesLiabilities; provided provided, that (a) the provisions of Article X Section 6.10 will inure to the benefit of the D&O Indemnified PartiesPersons and (b) the provisions of Section 6.10(a) will inure to the benefit of Seller’s Affiliates. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided provided, that each Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of PurchaserSeller, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related or obligations hereunder, hereunder to any of its Affiliates Subsidiaries that is wholly owned by such Purchaser (although no such assignment shall relieve Parent Purchasers of its their obligations to Purchaser Seller). For the avoidance of doubt, the amalgamation or merger (whether forward or reverse) of any Sellers Indemnified Party hereunder)to this Agreement with one or more Affiliates of such Party shall not constitute an assignment for purposes of this Section 10.10.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part. A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) a Permitted Transferee of such Holder, (b) direct and/or indirect equity holders of the Sponsor or (c) any person with the prior written consent of Pubco. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties parties and their respective permitted its successors and assignsthe permitted assigns of the Holders. Nothing This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement. No assignment by any party hereto of such party’s rights, whether expressed duties and obligations hereunder shall be binding upon or impliedobligate Pubco unless and until Pubco shall have received (i) written notice of such assignment as provided in this Section 13(g) and (ii) the written agreement of the assignee, will confer on any Personin the form attached hereto as Exhibit A, to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; as provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights or obligations under in this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheldSection 13(g) and any purported assignment without such consent shall be null and void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder).

Successors and Assigns; No Third Party Beneficiaries. Subject This Agreement shall not be assigned by operation of law or otherwise by Xx. Xxxxxxx without the prior written consent of Purchaser. Purchaser may assign all or a portion of its rights and benefits under this Agreement to any permitted assignee of its rights, interests and obligations under the Stock Purchase Agreement. In each case, prior to any such assignment becoming effective, the assignee shall become a party to this Agreement by agreeing to be bound by the terms and conditions of this Section 11.7, this Agreement. This Agreement and all its provisions shall will be binding upon and upon, inure to the benefit of and be enforceable by each party and such party’s respective heirs, beneficiaries, executors, representatives and permitted assigns, including any corporate successor by merger or otherwise. Xx. Xxxxxxx agrees that this Agreement and the Parties obligations hereunder shall attach to the shares of Common Stock set forth in the Recitals above and their respective permitted successors and assignsshall be binding upon any Person to which legal or beneficial ownership of such shares shall pass, whether by operation of law or otherwise. Nothing expressed or referred to in this Agreement, whether expressed or implied, Agreement will confer on be construed to give any Person, other than the Parties or their respective permitted successors and assignsparties to this Agreement, any rightslegal or equitable right, remedies remedy or liabilities; provided that the provisions claim under or with respect to this Agreement or any provision of Article X will this Agreement except as such rights may inure to the benefit of the Indemnified Parties. No Party may assign its rights a successor or obligations permitted assignee under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)Section 10.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding upon and inure to the benefit of the Parties parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties parties hereto or their respective permitted successors and assigns, any rights, remedies or liabilitiesLiabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) parties hereto and any purported assignment without such consent shall be void; provided provided, that Purchaser may, without the consent of ParentSellers, assign any or all of its rights, but not its rights or obligations hereunder, hereunder to any of its Affiliates Subsidiary that is wholly owned (although no such assignment shall relieve Purchaser of its obligations to Parent Sellers or any Purchaser Indemnified Party hereunder); provided, further, that ) and Parent and Sellers may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), their right to receive the Closing Purchase Price and its respective related obligations hereunder, the Earn-Out Issuances to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)their respective Affiliates.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. The Holder may assign or delegate the Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any Person with the prior written consent of the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns. This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 8(k) and (ii) the written agreement of the assignee, in a form reasonably acceptable to the Company, to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this Section 8(f) shall be null and void. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the Parties and their respective permitted successors and assignsassigns of the parties hereto whether so expressed or not. Nothing in this AgreementIn addition, whether expressed or impliednot any express assignment has been made, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; provided that the provisions of Article X will inure to this Agreement which are for the benefit of purchasers or the Indemnified Parties. No Party may assign its rights or obligations under this Agreement without Holder are also for the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary)benefit of, and its respective related obligations hereunderenforceable by, to any subsequent holder of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)Registrable Securities.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.77.2, this Agreement and all its provisions shall will apply to, be binding upon in all respects upon, and inure to the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit assigns of the Indemnified Parties. No Party may None of Sellers or the Company shall assign its any of such Party’s rights or delegate any of such Party’s obligations under this Agreement without the prior written consent of Buyer. Buyer shall not assign any of Buyer’s rights or delegate any of Buyer’s obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) Securityholder Representative, except that Buyer is permitted to assign any of Buyer’s rights and delegate any purported assignment without such consent shall be void; provided that Purchaser mayof Buyer’s obligations under this Agreement, without the prior written consent of Parentthe Securityholder Representative, assign (a) to any Affiliate of Buyer, (b) in connection with the sale of all or substantially all of its rightsthe ownership interests or Assets of, but not its obligations hereunderor any business combination transaction involving, Buyer or any of Buyer’s Affiliates, and (c) as collateral to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations financial institution providing financing to Parent Buyer or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any Buyer’s Affiliates. No assignment or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to delegation will relieve any of its Affiliates (although no the Parties of any of such Party’s obligations under this Agreement. Any purported assignment shall relieve Parent or delegation in violation or breach of its obligations this Section 7.2 will be void ab initio. Nothing in this Agreement will be construed to Purchaser give any Person other than the Parties any legal or equitable right under or with respect to this Agreement or any Sellers Indemnified Party hereunder)provision of this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section 7.2 and except as contemplated by Section 5.5, Section 5.7, or Article VI.

Successors and Assigns; No Third Party Beneficiaries. Subject This Agreement shall not be assigned by operation of law or otherwise by any Stockholder without the prior written consent of Parent or Merger Sub. Each of Parent and Merger Sub may assign all or a portion of its rights and benefits under this Agreement to any permitted assignee of its rights, interests and obligations under the Merger Agreement. In each case, prior to any such assignment becoming effective, the assignee shall become a party to this Agreement by agreeing to be bound by the terms and conditions of this Section 11.7, this Agreement. This Agreement and all its provisions shall will be binding upon and upon, inure to the benefit of and be enforceable by each party and such party's respective heirs, beneficiaries, executors, representatives and permitted assigns, including any corporate successor by merger or otherwise. Each Stockholder agrees that this Agreement and the Parties obligations hereunder shall attach to such Stockholder’s Shares and their respective permitted successors and assignsshall be binding upon any Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise. Nothing expressed or referred to in this Agreement, whether expressed or implied, Agreement will confer on be construed to give any Person, other than the Parties or their respective permitted successors and assignsparties to this Agreement, any rightslegal or equitable right, remedies remedy or liabilities; provided that the provisions claim under or with respect to this Agreement or any provision of Article X will this Agreement except as such rights may inure to the benefit of the Indemnified Parties. No Party may assign its rights a successor or obligations permitted assignee under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)Section 14.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding upon and inure to the benefit of and shall be binding on and enforceable by the Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Neither Party may assign any of its rights or obligations under this Agreement hereunder, by operation of law or otherwise, without the prior written consent of the other Parties (Party; provided, that either Party may assign any of its rights or obligations under this Agreement pursuant to a Change of Control of such Party, provided that the assignee agrees to be bound by the terms and provisions of this Agreement; provided further that the covenants, licenses, rights and obligations set forth in Article 4 hereof shall be assignable only as and to the extent specifically provided in Section 4.6. Except with respect to the covenants, licenses, rights and obligations set forth in Article 4 hereof which shall be assignable only as and to the extent specifically provided in Section 4.6, each Party and its Subsidiaries shall have the right without consent may not be unreasonably withheld) and any of the other Party to assign their rights under this Agreement as collateral to their respective lenders after reasonable prior notice to the other Party. Any purported assignment without such consent in violation of this Section 11.16 shall be voidvoid and no assignment by Purchaser or Seller will relieve Purchaser or Seller from any of their respective obligations hereunder. Nothing herein expressed or implied is intended or should be construed to confer upon or give to any Person other than the Parties hereto and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement; provided that Purchaser mayColoplast shall be deemed an express third party beneficiary of Section 4.2(b) hereof with rights of enforcement. Except with respect to Coloplast’s rights pursuant to Section 4.2(b) hereof and with respect to the Parties’ respective successors and permitted assigns, without the consent third party enforcement of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)this Agreement is barred.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding upon and inure to the benefit of of, and be binding upon, the Parties parties hereto and their respective permitted successors and assigns; provided that, to the extent not prohibited by applicable Law, no party shall assign or delegate any of the rights or obligations under this Agreement (except, at any time after the Closing, by operation of law in connection with a merger, a sale of substantially all the assets, or a liquidation of Buyer or its Affiliates) without the prior written consent of each other party hereto, and any such purported assignment or delegation without such consent shall be void and of no effect; provided, however, that Buyer may (in its sole discretion), without the consent of any other party hereto, assign (in whole or in part and whether by merger, operation of law or otherwise) (a) this Agreement and its rights hereunder to its lenders and debt providers (or any administrative or collateral agent therefor) for collateral security purposes, and (b) this Agreement and its rights and obligations hereunder to one or more of its Affiliates; provided, further, that Buyer shall remain fully liable for, and shall not be released from, any Liabilities under this Agreement or any Closing Document as if Buyer was the purchaser of the Conveyed Property; provided, further, however, that any Seller Party may (in its sole discretion), without the consent of any other party hereto, assign (in whole or in part and whether by merger, operation of law or otherwise) it rights, but not any of its Liabilities, under Section 6.15. Nothing in this Agreement, whether expressed express or implied, will shall confer on upon any Person, Person other than the Parties a party to this Agreement or their respective a party’s permitted successors and assigns, any rightsrights or remedies of any nature or kind whatsoever under or by reason of this Agreement except, remedies or liabilities; provided that the provisions of with respect to Article X will inure X, to the benefit of the Indemnified Parties. No Party may assign its rights extent that certain third-parties are expressly covered as Buyer Indemnitees or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)Seller Indemnitees.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its of the provisions hereof shall be binding upon and inure to the benefit of the Parties parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, but neither this Agreement nor any of the rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights interests or obligations under this Agreement hereunder shall be assigned by either party (whether by operation of law or otherwise) without the prior written consent of the other Parties party. Notwithstanding the preceding sentence or anything in any Transaction Document to the contrary, prior to consummation of the transactions contemplated hereby, Spinco may assign its rights and obligations hereunder and under the other Transaction Documents to any wholly-owned U.S. subsidiary of Parent other than a Retained Subsidiary, which wholly owned subsidiary shall, following the Distribution, own all of the assets of Parent and its Subsidiaries (which consent may not be unreasonably withheld) including shares of capital stock of Subsidiaries and any purported other ownership interests in any Person) other than the Retained Business. In the event of such an assignment without such consent and assumption, the assignor shall be void; provided that Purchaser may, without the consent of Parent, assign any or released from all of its obligations under this Agreement and the assignee shall become Spinco for all purposes under this Agreement and the Transaction Documents. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, but not its obligations hereunder, to benefits or remedies of any nature whatsoever under or by reason of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)this Agreement.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Personperson, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; provided provided, that the provisions of Article X will inure to the benefit of the Indemnified PartiesParties and the provisions of the Data Protection Agreement and any other agreement entered into between Primerica and a third party pursuant to Section 8.6(b) shall inure to the benefit of the relevant Data Subjects, to the extent required to comply with applicable Law. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties Party (which consent may not be unreasonably withheldwithheld or delayed) and any purported assignment without such consent shall be void; provided provided, that Purchaser CitiLife may, without the consent of ParentPrimerica, assign or transfer any or all of its rights, but not and its respective related obligations hereunder, to (a) any of its Affiliates (although no such assignment shall relieve Purchaser CitiLife of its obligations to Parent Primerica or any Purchaser Primerica Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign (b) any entity which has succeeded to all or substantially all of its rights the Retained Business so long as such entity assumes all of CitiLife’s obligations in writing or (including its ownership interest in c) any Acquired Subsidiary), and its respective related obligations hereunder, third party engaged by CitiLife to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)administer the Covered Contracts.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. A Holder may assign or delegate such Xxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, to any Person with the prior written consent of the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns. This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 11(j) and (ii) the written agreement of the assignee, in a form reasonably acceptable to the Company, to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this Section 11(f) shall be null and void. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the Parties and their respective permitted successors and assignsassigns of the parties hereto whether so expressed or not. Nothing in this AgreementIn addition, whether expressed or impliednot any express assignment has been made, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; provided that the provisions of Article X will inure to this Agreement which are for the benefit of purchasers or holders of Registrable Securities are also for the Indemnified Parties. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary)benefit of, and its respective related obligations hereunderenforceable by, to any subsequent holder of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)Registrable Securities.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement, whether expressed express or implied, will confer on any Person, other than the Parties hereto or their respective permitted successors and permitted assigns, any rights, remedies or liabilitiesLiabilities; provided provided, that (a) the provisions of Article X will inure to the benefit of the Indemnified PartiesParties and (b) the provisions of Section 6.7 will inure to the benefit of KCG and its Affiliates. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) hereto and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of ParentSeller, assign any or all of its rights, but not its rights or obligations hereunder, hereunder to any of its Affiliates or any Subsidiary of LFH or WIMC (although no such assignment shall relieve Purchaser of its obligations to Parent Seller or any Purchaser Seller Indemnified Party hereunder); provided, furtherhowever, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent not be permitted if it would impede or delay the consummation of its obligations to Purchaser or any Sellers Indemnified Party hereunder)the transactions contemplated by this Agreement.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part except in connection with a sale or acquisition of Pubco, whether by merger, consolidation, sale of all its or substantially all of Pubco’s assets, or similar transaction. A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (i) a Permitted Transferee of such Holder, (ii) direct and/or indirect equity holders of the Sponsor or (iii) any person with the prior written consent of Pubco. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties parties and their respective permitted its successors and assignsthe permitted assigns of the Holders. Nothing This Agreement shall not confer any rights or benefits on any persons that are not patties hereto, other than as expressly set forth in this Agreement, whether expressed or implied, will confer on . No assignment by any Person, other than the Parties or their respective permitted successors and assigns, any party hereto of such party’s rights, remedies duties and obligations hereunder shall be binding upon or liabilities; obligate Pubco unless and until Pubco shall have received (i) written notice of such assignment as provided that in this Section 12(g) and (ii) the written agreement of the assignee, in a form reasonably acceptable to Pubco, to be bound by the terms and provisions of Article X will inure to the benefit of the Indemnified Partiesthis Agreement. No Party may assign its rights Any transfer or obligations under assignment prohibited by this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheldSection 12(g) and any purported assignment without such consent shall be null and void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder).

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement, whether expressed express or implied, will confer on any Person, other than the Parties hereto or their respective permitted successors and permitted assigns, any rights, remedies or liabilitiesLiabilities; provided provided, that (a) the provisions of Article X will inure to the benefit of the Indemnified PartiesParties and (b) the provisions of Section 6.7 will inure to the benefit of KCG and its Affiliates. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) hereto and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of ParentSeller, assign any or all of its rights, but not its rights or obligations hereunder, hereunder to any of its Affiliates or any Subsidiary of LFH or WIMC (although no such assignment shall relieve Purchaser of its obligations to Parent Seller or any Purchaser Seller Indemnified Party hereunder); provided, furtherhowever, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent not be permitted if it would impede or delay the consummation of its obligations to Purchaser or any Sellers Indemnified Party hereunder).the transactions contemplated by this Agreement. Section 11.8

Successors and Assigns; No Third Party Beneficiaries. Subject This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holders hereunder may be assigned by any Holder to a Permitted Assignee in whole or in part, without the consent of the Company provided such Permitted Assignee agrees to be bound by the terms of this Section 11.7Agreement, whereupon such Permitted Assignee shall be deemed to be a Holder for all purposes of this Agreement; provided, however, that this Agreement, and the rights, duties and obligations of the Investor hereunder may be freely assigned by the Investor to any Affiliate of the Investor without notice and without the consent of the Company. Subject to the preceding sentence, this Agreement and all its provisions shall be binding upon and inure to the benefit of the Parties parties hereto and their respective permitted all successors to the Company and assignsthe Holders. Nothing in this Agreement, whether expressed This Agreement is not intended to confer any rights or implied, will confer benefits on any Person, Persons that are not party hereto other than the Parties or their respective permitted successors as expressly set forth in Article VII and assigns, any rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of Parent, assign any or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder)Section 10.3; provided, furtherhowever, that Parent mayeach of the parties hereto acknowledges and agrees that MHR Fund Management LLC, without an Affiliate of the consent Investor, shall have the right to act on behalf of Purchaser, assign any or all the Investor for the purposes of its rights (including its ownership interest this Agreement and in any Acquired Subsidiary), and its respective related obligations hereunder, to connection with any of its Affiliates (although no such assignment shall relieve Parent of its obligations the transactions contemplated hereby at any time and from time to Purchaser or any Sellers Indemnified Party hereunder)time.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms The provisions of this Section 11.7, this Agreement and all its provisions shall be binding upon and inure to the benefit of the Parties parties hereto and their respective permitted successors and assigns. Nothing in this Agreement; provided, whether expressed that no party may, directly or impliedindirectly, will confer on assign, delegate or otherwise Transfer any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent parties hereto, except that Parent may not be unreasonably withheld) assign its rights and obligations hereunder to any purported assignment direct or indirect wholly-owned subsidiary of Parent or to an entity under common control with Parent without such consent shall be void; provided that Purchaser mayconsent, without the consent of Parent, assign any or all of its rights, but not in each case to which it assigns its obligations hereunderunder the Merger Agreement after providing written notice to the Stockholders and the Fund thereof at least two business days prior to such assignment; and provided, to any of its Affiliates (although further, that no such assignment shall relieve Purchaser the assigning party of its obligations hereunder. In addition to Parent any other remedies available to any party hereunder in law or in equity in respect thereof, any Purchaser Indemnified Party hereunder)assignment or Transfer in contravention of this Agreement shall be null and void. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, further, that Parent may, without each party hereto agrees that the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary)Financing Sources are intended third party beneficiaries under Section 6.5 hereof, and each such Financing Source and its respective related obligations hereunder, to any of its Affiliates (although no successors and assigns may enforce such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)provision.

Successors and Assigns; No Third Party Beneficiaries. Subject This Agreement shall not be assignable or otherwise transferable by a party without the prior consent of the other parties, and any attempt to the terms of this Section 11.7, so assign or otherwise transfer this Agreement without such consent shall be void and of no effect; provided, however, that NYSE may, in its sole discretion, assign or transfer all or any of its provisions rights under this Agreement to any direct or indirect wholly owned subsidiary of NYSE; provided, further, that any such assignment shall not relieve NYSE of its obligations hereunder. This Agreement shall be binding upon the respective heirs, legal representatives and inure to the benefit permitted transferees of the Parties and their respective permitted successors and assignsparties hereto. Nothing in this Agreement, whether expressed or implied, will confer on Agreement shall be construed as giving any Person, other than the Parties or parties hereto and their respective heirs, legal representatives and permitted successors and assignstransferees, any rightsright, remedies remedy or liabilities; provided that the provisions claim under or in respect of Article X will inure to the benefit of the Indemnified Partiesthis Agreement or any provision hereof. No Party may assign its rights failure or obligations delay by any party in exercising any right, power or privilege under this Agreement without shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the prior written consent exercise of any other right, power or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law. Without limiting the scope or effect of the other Parties (which consent may not be unreasonably withheld) restrictions on Transfer set forth in Section 2(a), the Stockholder agrees that this Agreement and any purported assignment without such consent the obligations hereunder shall attach to the Shares and shall be void; provided that Purchaser maybinding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, without the consent whether by operation of Parent, assign any law or all of its rights, but not its obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Parent or any Purchaser Indemnified Party hereunder); provided, further, that Parent may, without the consent of Purchaser, assign any or all of its rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)otherwise.

Successors and Assigns; No Third Party Beneficiaries. Subject to the terms of this Section 11.7, this This Agreement and all its provisions shall be binding upon and inure to the benefit of of, and be binding upon, the Parties parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rightsincluding, remedies or liabilities; provided that but not limited to, the provisions of Article X will inure to the benefit Executive's heirs and personal representatives of the Indemnified Parties. No Party may Executive's estate; PROVIDED, HOWEVER, that neither party shall assign its rights or delegate any of the obligations created under this Agreement without the prior written consent of the other Parties (which consent may not be unreasonably withheld) party. Notwithstanding the foregoing, the Company shall have the unrestricted right to assign this Agreement and to delegate all or any purported assignment without such consent shall be void; provided that Purchaser may, without the consent of Parent, assign any or all part of its rights, but not its obligations hereunder, hereunder to any of its Affiliates (although no subsidiaries, so long as such assignment does not diminish the duties, function, responsibility or authority of the Executive or result in any assignment of duties or responsibilities materially inconsistent with those set forth in this Agreement (unless consented to by the Executive) but in such event such assignee shall relieve Purchaser expressly assume all obligations of its the Company hereunder and the Company shall remain fully liable for the performance of all such obligations in the manner prescribed in this Agreement. Nothing in this Agreement shall confer upon any person or entity not a party to Parent this Agreement, or (unless otherwise expressly provided herein) the legal representatives of such person or entity, any Purchaser Indemnified Party hereunder); providedrights or remedies of any nature or kind whatsoever under or by reason of Agreement. In the event the Executive commences an action to enforce his rights under this Agreement, further, that Parent maythe Company shall pay all of the Executive's reasonable fees and expenses (including, without limitation, reasonable attorneys' fees) should the consent of Purchaser, assign any or all of its rights (including its ownership interest Executive prevail in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall relieve Parent of its obligations to Purchaser or any Sellers Indemnified Party hereunder)action.