Common use of Successors and Assigns; Parties in Interest Clause in Contracts

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and Parent, the Purchaser and its their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; Parent; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, Parent and the Purchaser may freely assign any or all of its their respective rights under this Agreement (including its their indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consentconsent of Parent and the Purchaser. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and the Purchaser and its their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its their respective rights under this Agreement (including its their indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consentconsent of the Purchaser. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Subject to Sections 2.5 and 9.8(b) of this Escrow Agreement, this Escrow Agreement shall be binding upon: the Seller's Agent and Seller and its their respective estates, successors and assigns (if any); and the Purchaser Isonics and its successors and assigns (if any). This Escrow Agreement shall inure to the benefit of: the Seller; the PurchaserIsonics; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser Isonics may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)Escrow Agreement, in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of . Isonics may not delegate its obligations under this Agreement. (c) The Escrow Agreement to any other Person without the prior consent of the Seller's Agent. Neither Seller nor the Seller's Agent shall not be permitted to assign any of his, her or its rights or delegate any of his, her or its obligations under this Escrow Agreement without the PurchaserIsonics's prior written consent. (d) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the upon Parent, Seller and its their respective successors and assigns (if any); , and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Parent; Seller; the Purchaser; the other Indemnitees; Purchaser and the respective successors and permitted assigns (if any) of the foregoing. (b) After the Closing Date, the Neither Parent (or Seller) nor Purchaser may freely assign any or all of its their respective rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the other party’s written consent except in connection with a sale of substantially the entire business of Parent or approval Purchaser, as the case may be (whether by merger, sale of any other party hereto assets or stock or otherwise). For the avoidance of any other Person; provideddoubt, however, that the Purchaser shall remain liable for all of may not assign its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement the Note without the Purchaser's prior Parent’s written consent. (dc) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional AgreementsAgreements under Section 4 or otherwise; and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and permitted assigns (if any); and the Purchaser Company, the Purchaser, and its their successors and permitted assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the Company, and the Purchaser; the other Indemnitees; and the respective successors and permitted assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under Neither this Agreement (including its indemnification nor any rights under Section 7), in whole or in part, to obligations hereunder may be assigned by any other Person without obtaining the consent or approval of any other party hereto or without the prior written consent of any the other Personparties hereto, which consent may not be unreasonably withheld; provided, howeverthat notwithstanding the foregoing, that no consent of the Seller shall be required with respect to any assignment by the Company or the Purchaser to any lender as part of a collateral assignment. Any attempted or purported assignment by any party of this Agreement in violation of this Section 11.9 shall remain liable for all of its obligations under this Agreementbe null and void. (c) The Seller shall not be permitted to assign any Except for the provisions of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the Transactional other Transaction Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional other Transaction Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and Parent, the Purchaser and its their successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , Parent, the Purchaser; , the other Indemnitees; Indemnitees and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, Parent and the Purchaser may freely assign any or all of its their respective rights under this Agreement (including its their indemnification rights under Section 710 hereof), in whole or in part, to any other Person wholly-owned subsidiary of the Parent or the Purchaser, without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consentconsent of Parent and the Purchaser. (dc) None Except for the provisions of Section 10 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); the Shareholder and the Shareholder's personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Shareholder; the Purchaser; the other IndemniteesIndemnitees (subject to Section 6.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 76), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that . Neither the Purchaser Seller nor the Shareholder shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's prior written consent. (dc) None Except for the provisions of Section 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and the Purchaser and its their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its their respective rights under this Agreement (including its their indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted pe1mitted to assign any of its rights or delegate any of its obligations under this Agreement without the p1ior written consent of the Purchaser's prior written consent. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; this Agreement, and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsthis.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if anyincluding Seller LLC after the LLC Merger); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent, except to Seller LLC. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: upon the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the Purchaser Sub; the other IndemniteesIndemnitees (subject to Section 8.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser and Purchaser Sub may freely assign any or all of its their respective rights under this Agreement (including its indemnification rights under Section 7)8), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser Sub and the Purchaser, without the prior written consent of the Seller, shall remain liable for all not transfer or assign this Agreement or any Transaction Agreement or any obligation or right hereunder under or thereunder until after the expiration of its obligations under this Agreement. (c) the Indemnification Period. The Seller shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's prior written consentconsent of the Purchaser and Purchaser Sub. (dc) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (aA) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (bB) After the Closing DateClosing, the Purchaser either party may freely assign any or all of its rights or delegate its obligations under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (cC) The Seller shall not be permitted to assign any Except for the provisions of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the Transactional other Transaction Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional other Transaction Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and the Purchaser Purchasers and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the PurchaserShareholders; the Purchasers; the other IndemniteesIndemnitees (subject to Section 9.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consentconsent of the Purchasers. Other than (1) in conjunction with a change of control of the Purchasers or Cavium US or (2) an assignment from a Purchaser to an entity under common control with such Purchaser, the Purchasers shall not be permitted to assign any of their rights or delegate any of their obligations under this Agreement without the prior written consent of the Seller (so long as the Seller remains in existence). (db) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); each Shareholder and such Shareholder’s personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Parent; the Principal Shareholder; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided. Neither the Seller, however, that the Purchaser Principal Shareholder nor the Parent shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing DateClosing, the Purchaser either party may freely assign any or all of its rights or delegate its obligations under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any Except for the provisions of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the Transactional other Transaction Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional other Transaction Agreements.

Successors and Assigns; Parties in Interest. (a) vii. This Agreement shall be binding upon: upon the Seller and its successors and assigns (if any); and the Purchaser and its their respective successors and assigns (if any)permitted assigns. This Agreement shall inure to the benefit of: of the Seller; , the Purchaser; , the other Indemnitees; Indemnitees and the respective successors and permitted assigns (if any) of each of the foregoing. (b) After viii. Purchaser may, in the Closing Dateevent of a sale of all or substantially all of the Business or Transferred Assets to any third party, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)4, in whole or in part, to any other Person such third party without obtaining the consent or approval of Seller. Seller may, in the event of a sale of all or substantially all of the business or assets of such party to any other party hereto third party, freely assign any or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations rights under this the Agreement. (c) The Seller , in whole or in part, to any such third party without obtaining the consent or approval of Seller. Subject to the foregoing sentence, neither party shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's other party’s prior written consent. (d) None ix. Except for the provisions of Section 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any)assigns. Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the Transactional Agreements; other Transaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional Agreementsother Transaction Documents.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: Parent, the Seller Sellers and its their successors and assigns (if any); each Member and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: Parent, the SellerSellers; the Members; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After Provided that, among other considerations there shall be no increase in any economic, financial, or pecuniary risk to the Closing DateSellers’ interest in the Stock Consideration, the Purchaser and Sellers may freely assign any or all of its their rights under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any Except for the provisions of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to or to bind, commit, and obligate any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller Sellers shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller Sellers shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , the Purchaser; , the other Indemnitees; Seller Indemnitees and Purchaser Indemnitees and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), 6) in whole or in part, to any other Person whose total shareholders’ equity is equal to or greater than the Purchaser, without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that . No such assignment shall relieve the Purchaser shall remain liable for all or VUANCE of its obligations under this Agreement. (c) hereunder. The Seller shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the Purchaser; the other IndemniteesIndemnified Parties; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)Agreement, in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The . Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 7 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the Transactional Agreements; other Transaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional Agreementsother Transaction Documents. Notwithstanding the foregoing, the preferred stockholders of Seller who receive the Equity Consideration are agreed to be intended third-party beneficiaries of the representations and warrants of Purchaser set forth in ARTICLE IV and the obligations under Section 6.6 and 6.7.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); , and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 76), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of Person, provided that no such assignment will relieve Purchaser from any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The . Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; this Agreement, and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsthis Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the upon each Seller and its successors and assigns (if any); ) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the of Sellers, Purchaser; , the other Indemnitees; Indemnitees (subject to Section 7.5) and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights or delegate any or all of its obligations under this Agreement (including its indemnification rights under Section Article 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or Person, and, in connection with any such delegation of any other Person; providedobligations, however, the Parties acknowledge and agree that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The not retain any obligation to continue to satisfy or perform such obligations. A Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Article 7, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties Parties to this 39. Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) , no employee creditor of the Seller or other claim holder against Sellers shall have any rights under this Agreement or any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsother Transaction Documents.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 75), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreementsthis Agreement; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsthis Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the prior written consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The . Seller shall not be permitted to assign any of its their rights or delegate any of its their obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section5.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing DateClosing, the Purchaser either party may freely assign any or all of its rights or delegate its obligations under this Agreement (including its indemnification rights under Section 75), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any Except for the provisions of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None Section 5 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the Transactional other Transaction Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional other Transaction Agreements.

Successors and Assigns; Parties in Interest. (aA) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); the Stockholder and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Stockholder; the Purchaser; the other IndemniteesIndemnitees (subject to Section 6.6); and the respective successors and assigns (if any) of the foregoing. (bB) After Other than the Closing Dateobligation to deliver the Purchaser's Common Stock, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 76), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that . Neither the Purchaser Seller nor the Stockholder shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (dC) None Except for the provisions of Section 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and the Purchaser and its their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its their respective rights under this Agreement (including its their indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consentconsent of the Purchaser. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; this Agreement, and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsthis.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and Parent, the Purchaser and its their successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , Parent, the Purchaser; , the other Indemnitees; Indemnitees and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, Parent and the Purchaser may freely assign any or all of its their respective rights under this Agreement (including its their indemnification rights under Section 70 hereof), in whole or in part, to any other Person wholly-owned subsidiary of the Parent or the Purchaser, without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consentconsent of Parent and the Purchaser. (dc) None Except for the provisions of Section 0 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)6, in whole or in part, to any other Person Affiliate of the Purchaser without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) Seller. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional AgreementsAgreements or otherwise; and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesPurchaser Indemnitees (subject to Section 4.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the . The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 74), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The . Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (d) None . Except for the provisions of Section 4, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); ) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)Agreement, in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The . Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the Transactional Agreements; other Transaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional Agreementsother Transaction Documents.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); Purchaser and the Purchaser its successors and assigns (if any) and Parent and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Seller Indemnified Persons; Parent; Purchaser; the other IndemniteesPurchaser Indemnified Persons; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (Agreement, including its indemnification rights under Section 7)8, in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The . Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 8 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) , no employee or creditor of Seller, including the Seller Continuing Employees, shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights this Agreement or under any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 10.9); and the respective successors and assigns (if any) of the foregoing. (b) After Neither the Closing Date, Seller nor the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without first obtaining the prior written consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser other. The Acquisition Sub shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement to the Purchaser or an affiliate of the Purchaser without obtaining the Purchaser's prior written consentconsent or approval of any other Person. (dc) None Except for the provisions of Sections 10 and 11 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: upon the Seller and its successors and assigns (if any); ) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 10.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 710), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (dc) None Except for the provisions of Section 10 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement Parties and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); each Shareholder and such Shareholder’s personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Shareholders; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of Person. Neither the Seller nor any other Person; provided, however, that the Purchaser Shareholder shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's ’s prior written consent, which shall not be unreasonably withheld. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: upon the Seller parties and its successors and assigns (if any); and the Purchaser and its their respective successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of his or its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 7.5); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) . The Seller shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 7 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: upon the Seller and its successors and assigns (if any); ) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , the Purchaser; , and the other IndemniteesIndemnitees (subject to Section 4.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the consent or approval of any other . Neither party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign (other than in connection with a change of control of such party) any of its rights or nor delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None consent of the other party hereto. Except for the provisions of Article 4 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including Agreement(including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional AgreementsAgreement; and (ii) no creditor of the Seller shall have any rights under any of the Transactional AgreementsAgreement.