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 Purchasers and their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchasers; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) The Purchasers shall be permitted to assign any of their rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to delegate any of their obligations under this Agreement without the Seller’s prior written consent, provided however that the Purchasers may delegate any of their obligations under this Agreement to (i) any acquiror that acquires all or substantially all of IP Purchaser’s business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assigned, in each case without the prior written consent of the Seller. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without IP Purchaser’s prior written consent. (c) 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 or Celestial China shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller, or any Subsidiary 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 Group and its successors and assigns (if any); ) and the Purchasers Buyer Group and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the SellerSeller Group; the PurchasersBuyer Group; the other Buyer Group Indemnitees (subject to Section 9.64.6); the Seller Group Indemnitees (subject to Section 4.6); and the respective successors and assigns (if any) of the foregoing. (b) The Purchasers No Seller Group Entity shall be permitted to assign any of their rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to delegate any of their obligations under this Agreement without the Seller’s prior written consent, provided however that the Purchasers may delegate any of their obligations under this Agreement to (i) any acquiror that acquires all or substantially all of IP Purchaser’s business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assigned, in each case without the prior written consent of the Seller. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without IP Purchaser’s the prior written consentconsent of Parent. For the longer of: (i) 120 days following the Closing, or (ii) for so long as the Secured Notes remain outstanding, no Buyer Group Entity shall be permitted to assign any of it rights or delegate any of its obligations under this Agreement without the prior written consent of Agent; provided, however that no such consent shall be required in connection with any assignment or delegation if, in connection therewith, the indebtedness represented by the Secured Notes and the obligations of the Buyer Group under the Security Documents are extinguished. (c) Except for the provisions of Section 9 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 or Celestial China Group Employee shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller, or any Subsidiary Seller Group 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 Purchaser and the Purchasers and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the PurchasersPurchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) The Purchasers Purchaser shall be permitted have the right to assign any of their rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to delegate any of their obligations under this Agreement without the Seller’s prior written consent, provided however that the Purchasers may delegate any of their obligations under this Agreement to (i) any acquiror that acquires an affiliated company or in connection with the merger, consolidation, sale or transfer of all or substantially all of IP Purchaser’s the business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assigned, in each case without the prior written consent of the Sellerwhich this Agreement relates. The Seller shall not be permitted to assign any of its respective rights or delegate any of its respective obligations under this Agreement without IP the Purchaser’s prior written consentconsent other than to a nominee, including but not limited to a liquidating trust, in connection with the wind down or liquidation of the Seller. Any attempted assignment or delegation by the Seller in violation of this Section 6.7(b) shall be null and void. (c) Except for the provisions of Section 9 hereof, none 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 the other Indemnitees (and their respective successors and assigns (permitted assigns, if any). Without limiting the generality of the foregoing, : (i) no employee of the Seller or Celestial China shall have any rights under this Agreement or under any of the other Transactional Agreements, ; and (ii) no creditor of the Seller, or any Subsidiary 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 upon and its successors and assigns (if any); and the Purchasers and their successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; the Purchasers; the other Indemnitees (subject to Section 9.6); parties hereto and the respective successors and assigns (if any) assigns. Notwithstanding anything contained herein to the contrary, Purchaser expressly agrees to assume any and all immigration-related obligations of Assignor and as such, and solely for purposes of the foregoingapplicable federal and state immigration regulations, Purchaser is the "successor-in-interest" to Assignor; PROVIDED, HOWEVER, that the preceding sentence shall neither expand or limit the obligations of the parties hereto except as expressly provided with respect to Purchaser in connection with applicable federal and state immigration regulations. (bB) The Purchasers shall be permitted to Purchaser may freely assign any or all of their its rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to delegate any of their obligations under this Agreement without the Seller’s prior written consent, provided however that the Purchasers may delegate any of their obligations under this Agreement to (i) any acquiror that acquires all or substantially all of IP Purchaser’s business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assignedAgreement, in each case whole or in part, to any other Person without obtaining the prior written consent or approval of the Sellerany other Person. The Seller shall may not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without IP the Purchaser’s 's prior written consentconsent (which consent shall not be unreasonably withheld). (cC) Except for the provisions of Section 9 hereof, none None of the provisions of this Agreement is intended to provide expressly or impliedly provide, or shall be construed to confer upon or give, any rights or remedies to any Person other than the parties to this Agreement Agreement, the Syndicate, Comdisco and the Bridge Lenders, and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller or Celestial China Assignee shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller, or any Subsidiary Assignor shall have any rights under this Agreement or any of the other Transactional AgreementsAgreements except as otherwise contemplated herein and therein.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: (i) each of the Seller and its Sellers; (ii) each of the Sellers’ successors and assigns (if any); (iii) the Purchasers; and (iv) the Purchasers and their Purchasers’ successors and assigns (if any). This Agreement shall inure to the benefit of: (A) the SellerSellers; (B) the Purchasers; (C) the other Indemnitees (subject to Section 9.6)Indemnitees; and (D) the respective successors and assigns (if any) of the foregoing. (b) The Purchasers shall be permitted to may freely assign any or all of their respective rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to or delegate any of their respective obligations under this Agreement Agreement, in whole or in part, to any other Person without obtaining the Seller’s prior written consent, provided however that consent or approval of any other Person. Without limiting the generality of the foregoing: (i) the Purchasers may delegate designate any other Person or Persons to receive, in place of their obligations under this Agreement to (i) the Purchasers, any acquiror that acquires all or substantially all of IP Purchaser’s business or the Transferred Business Assets; and (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations may designate any Affiliate or Affiliates to be assignedassume, in each case without the prior written consent place of the SellerPurchasers, any and all of the Assumed Business Liabilities. The Seller None of the Sellers shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without IP Purchaser’s the Purchasers’ prior written consent. Any attempted assignment or delegation by any of the Sellers in violation of this Section 10.11(b) shall be null and void. (c) Except for the provisions of Section 9 hereof, none 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 the other Indemnitees (and their respective successors and assigns (permitted assigns, if any). Without limiting the generality of the foregoing, : (i) no employee of the Seller or Celestial China Service Provider shall have any rights under this Agreement or under any of the other Transactional Agreements, ; and (ii) no creditor of any of the Seller, or any Subsidiary 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 Purchasers Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , the Purchasers; Purchaser, the other Seller and Purchaser Indemnitees (subject to Section 9.64); , and the respective successors and assigns (if any) of the foregoing. (b) The Purchasers Purchaser shall be permitted to prohibited from assigning this Agreement or any of its rights hereunder at any time while any amounts under the Note remain outstanding. After all amounts under the Note have been paid in full, the Purchaser may freely assign any or all of their its rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to delegate any of their obligations (including its indemnification rights under this Agreement without the Seller’s prior written consent, provided however that the Purchasers may delegate any of their obligations under this Agreement to (i) any acquiror that acquires all or substantially all of IP Purchaser’s business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assignedSection 4), in each case whole or in part, to any other Person without obtaining the prior written consent or approval of the Sellerany other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without IP the Purchaser’s 's prior written consent, which consent shall not be unreasonably withheld. (c) Except for the provisions of Section 9 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 or Celestial China shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller, or any Subsidiary 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 permitted successors and assigns (if any); , the Purchaser and the Purchasers and their its permitted successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , the Purchasers; Purchaser, the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) The Purchasers shall be permitted to Purchaser may assign any or all of their its rights under this Agreement Agreement, in whole or in part, without obtaining the consent or approval of the Seller’s prior written consent. The Purchasers shall not be permitted , to delegate any of their obligations under this Agreement without Affiliate or other Person to which the Seller’s prior written consent, provided however that the Purchasers may delegate any of their obligations under this Agreement to (i) any acquiror that acquires Purchaser has transferred all or substantially all of IP the Purchased Assets; provided that the Purchaser shall provide the Seller with prompt written notice of such assignment and shall cause the assignee to assume the Purchaser’s business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assigned, in each case without the prior written consent of the Sellerunder this Agreement. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without IP the Purchaser’s prior written consent. (c) Except for the provisions of Section 9 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 permitted respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller or Celestial China shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller, or any Subsidiary 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 Corporations and their respective successors and assigns (if any); Parent and its successors and assigns (if any); and the Purchasers Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; Parent; the PurchasersPurchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) The Purchasers Both the Purchaser and Parent may freely assign any or all of their respective rights under this Agreement (including its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. Neither the Seller nor Seller Sub shall be permitted to assign any of their its or his rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to or delegate any of their its or his obligations under this Agreement without the Seller’s prior written consent, provided however that the Purchasers may delegate any of their obligations under this Agreement to (i) any acquiror that acquires all or substantially all of IP Purchaser’s business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assigned, in each case without the prior written consent of the Seller. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without IP Purchaser’s 's prior written consent. (c) 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 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 or Celestial China shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller, or any Subsidiary Seller shall have any rights under this Agreement or any of the other Transactional Agreements. Parent shall be a beneficiary of all of the rights and remedies of the Purchaser set forth in this Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its the IP Seller and each of their respective successors in interest and assigns (if any); ) and the Purchasers Purchaser and their its successors in interest and assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the Purchasers; IP Seller, and the other Indemnitees (subject to Section 9.6)Purchaser; and the respective assigns and successors and assigns in interest (if any) of each of the foregoingSeller, the IP Seller, and the Purchaser. (b) The Purchasers shall be permitted to Purchaser may freely assign in whole or in part any or all of their its rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to delegate any of their and obligations under this Agreement (including its indemnification rights under Section 4) (a) pursuant to any merger, consolidation, business combination, or other corporate reorganization or business transaction in which the Purchaser may participate, or (b) to any affiliated Entity, without obtaining the Seller’s prior written consentconsent or approval of any other Person. Subject to the foregoing, provided however that the Purchasers may Purchaser shall not delegate any of their its obligations under this Agreement hereunder to (i) any acquiror that acquires all or substantially all of IP Purchaser’s business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assigned, in each case third party without the prior written consent of the Seller, which consent shall not be unreasonably withheld. The Seller and the IP Seller shall not be permitted to assign any of its their respective rights or delegate any of its their respective obligations under this Agreement without IP the Purchaser’s 's prior written consent. (c) Except for the provisions of Section 9 hereof4, 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 and, as to the Purchaser, its respective successors and assigns (if any). Without limiting the generality of the foregoing) and, (i) no employee of the Seller or Celestial China shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller, or any Subsidiary shall have any rights under this Agreement or any of the other Transactional Agreements.as to