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

Successors and Assigns; Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that no Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Parties, except that (a) any Party may assign its rights (but not its obligations) under this Agreement to any of its Affiliates without the prior written consent of the other Parties, provided that no such assignment shall affect or relieve such Party of its obligations and Liabilities under this Agreement, (b) Seller may assign its rights under Section 8.13, Section 9.1(b), Section 9.9 and Section 12.2(a) of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of the Retained Business or the Excluded Assets or in connection with any merger or consolidation involving Seller (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement) and (c) Parent may assign its rights under Section 12.2(a) of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of Parent and its Subsidiaries (other than Seller or its Subsidiaries) or in connection with any merger or consolidation involving Parent (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement). Subject to Section 9.12, Article XII and Section 13.7, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

Successors and Assigns; Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns; provided, however, that no Party party to this Agreement may transfer this Agreement or assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Partiesparties to this Agreement; provided, except however, that Buyer (a) any Party may assign and delegate, in whole or in part, its rights and obligations pursuant to this Agreement to its Affiliates, (but not b) may assign and delegate this Agreement and its obligations) rights and obligations under this Agreement in connection with a merger or consolidation involving Buyer (including any amalgamation of Buyer with and into the Company following the Closing), in connection with a sale of substantially all of the Equity Securities or assets of Buyer, or in connection with another disposition of substantially all of the Business, and (c) may assign any or all of its respective rights pursuant to this Agreement or any of the Ancillary Agreements to any of its Affiliates without the prior written consent of the other Partieslenders as collateral security; provided, provided that with respect to clauses (a) and (b), no such assignment shall affect become effective unless and until the permitted assignee expressly assumes in writing (or relieve such Party pursuant to applicable Requirements of its obligations and Liabilities under this Agreement, (bLaw) Seller may assign its rights under Section 8.13, Section 9.1(b), Section 9.9 and Section 12.2(a) all of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of the Retained Business or the Excluded Assets or in connection with any merger or consolidation involving Seller (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement) and hereunder (c) Parent may assign its rights under Section 12.2(a) of this Agreement without which, except with respect to any assignment resulting from the prior written consent of Buyer in connection with any sale of a material portion amalgamation of the assets of Parent and its Subsidiaries (other than Company with Buyer on the Closing Date, shall be delivered to Seller or its Subsidiaries) or in connection with any merger or consolidation involving Parent (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreementas promptly as reasonably practicable). Subject to Except as contemplated by Section 9.128.1, Article XII Section 8.8 and Section 13.711.16, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon the Company, Parent, Merger Sub and the Holder Representative (in its capacity as such), and their respective successors and assigns, if any. This Agreement shall inure to the benefit of the parties hereto, the Indemnified D&Os and the Parent Indemnified Parties and their the respective successors and permitted assigns; providedassigns (if any) of the foregoing. Notwithstanding the foregoing, howevereach Financing source (collectively, that no the “Financing Source Parties”) shall be an express third party beneficiary with respect to Section 8.2(c), the last sentence in Section 10.2, Section 10.6(a), Section 10.8, and Section 10.9(a) (the “DFS Provisions”). (b) No Party may assign any of its rights or delegate any of its obligations under this Agreement without the express prior written consent of the other Parties, except that (a) any Party may assign its rights (but not its obligations) under this Agreement to any of its Affiliates without the prior written consent of the other Parties, provided that no such assignment shall affect or relieve such Party of its obligations and Liabilities under this Agreement, (b) Seller may assign its rights under Section 8.13, Section 9.1(b), Section 9.9 and Section 12.2(a) of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of Parent and the assets of the Retained Business or the Excluded Assets or in connection with any merger or consolidation involving Seller (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement) and (c) Company, except that Parent may assign its rights and delegate its obligations hereunder to any Affiliate without the Company’s consent. (c) Except (i) as provided in the following sentence, and (ii) for the rights of the Company Stockholders under Section 12.2(a) of this Agreement without and the prior written consent of Buyer in connection with any sale of DGCL to receive a material portion of the assets of Parent and its Subsidiaries (other than Seller or its Subsidiaries) or in connection with any merger or consolidation involving Parent (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement). Subject to Section 9.12, Article XII and Section 13.7Total Consideration, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, interests, benefits or other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy remedies of any nature under or by reason of this Agreement. This Agreement is intended to benefit the Parent Indemnified Parties and the Indemnified D&Os, each Parent Indemnified Party and Indemnified D&O shall be deemed a third-party beneficiary of this Agreement and this Agreement shall be enforceable by the Parent Indemnified Parties and the Indemnified D&Os. Except as set forth in this Section 10.6(c), none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties and their respective successors and assigns, if any. It is expressly acknowledged that Section 5.12 shall not confer upon any Employee any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including in respect of the matters set forth in Section 5.12 or elsewhere in this Agreement.

Successors and Assigns; Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns; provided, however, that no Party . No party to this Agreement may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Partiesparties to this Agreement. Notwithstanding the foregoing, except that (a) any Party to the extent expressly permitted by the MDPU Approval, at or prior to the Closing upon five days’ notice to Seller, Buyer may assign its rights and interest (but not its obligationsa) to acquire the Purchased Assets and assume the Assumed Liabilities under this Agreement to a wholly-owned direct or indirect subsidiary of Buyer without Seller’s written consent, and (b) to acquire the Purchased Assets described in clause (y) of Section 2.1(a) to another wholly-owned direct or indirect subsidiary of Buyer without Seller’s written consent; provided that Buyer shall cause any such assignee to remain a wholly-owned direct or indirect subsidiary of its Affiliates without the prior written consent of the other Parties, Buyer through Closing; and provided further that no such assignment shall affect or relieve such Party Buyer of any of its obligations and Liabilities under this Agreement, (b) Seller may assign its rights under Section 8.13, Section 9.1(b), Section 9.9 and Section 12.2(a) of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of the Retained Business or the Excluded Assets or in connection with any merger or consolidation involving Seller (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement) and (c) Parent may assign its rights under Section 12.2(a) of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of Parent and its Subsidiaries (other than Seller or its Subsidiaries) or in connection with any merger or consolidation involving Parent (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement)liabilities hereunder. Subject to Section 9.12, Article XII and Section 13.7, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement. If, after the Closing, the Company liquidates or distributes or transfers all or substantially all of its Company’s assets, then Seller Parent shall assume the Company’s obligations under this Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon the Seller and its permitted successors and assigns (if any) and the Purchaser and its permitted successors and assigns (if any). This Agreement shall inure to the benefit of the Parties Seller, the Purchaser and their respective successors and assigns (if any). (b) Neither Party shall be permitted assigns; provided, however, that no Party may to assign any of its rights or delegate any of its obligations under this Agreement without the express other Party’s prior written consent of consent. Notwithstanding the other Partiesforegoing, except that (a) any either Party may may, without such consent, assign this Agreement and its rights and obligations hereunder to an Affiliate (but not its obligations) under this Agreement in the case of Purchaser, solely to any of its Affiliates without an Affiliate to which the prior written consent of the other Parties, provided that no such assignment shall affect Purchaser has transferred all or relieve such Party of its obligations and Liabilities under this Agreement, (b) Seller may assign its rights under Section 8.13, Section 9.1(b), Section 9.9 and Section 12.2(a) of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion substantially all of the assets of the Retained Business or the Excluded Assets or in connection with any merger or consolidation involving Seller (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement) and (c) Parent may assign its rights under Section 12.2(a) of business to which this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of Parent and its Subsidiaries (other than Seller or its Subsidiariesrelates) or in connection with any the transfer or sale of all or substantially all of its assets or business to which this Agreement relates, or in the event of its merger or consolidation involving Parent (but no or change in control or similar transaction, provided that the assigning Party shall provide the other Party with prompt written notice of such assignment and shall expand or increase Buyercause the assignee to assume the Purchaser’s obligations or liability under this Agreement). Subject In the event of such assignment by the Seller, the obligations set forth in Section 2.10 shall remain in full force and effect with respect to Section 9.12any individual or entity which, Article XII and Section 13.7on behalf of the Seller, nothing in received Confidential Information hereunder prior to such assignment. (c) None of the provisions of this Agreement, express or implied, Agreement is intended to provide any rights or shall confer upon remedies to any Person other than the Parties and their permitted respective successors and permitted assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any legal or equitable rightrights under this Agreement, benefit or remedy and (ii) no creditor of the Seller shall have any nature rights under or by reason of this Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon upon: the Seller and its successors in interest and assigns (if any) and the Purchaser and its successors in interest and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.7 hereof); and the respective assigns and successors in interest (if any) of each of the Parties Seller and their respective successors the Purchaser. (b) The Purchaser may freely assign in whole or in part any or all of its rights and obligations under this Agreement (including its indemnification rights under Section 9) (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 consent or approval of any other Person. Notwithstanding the foregoing, the Purchaser shall not delegate any of its obligations hereunder to any third party without the written consent of the Seller, which consent shall not be unreasonably withheld. The Seller shall not be permitted assigns; provided, however, that no Party may to assign any of its rights or delegate any of its obligations under this Agreement without the express Purchaser’s prior written consent; provided, however, that such consent of the other Parties, except that (a) any Party may assign its rights (but shall not its obligations) under this Agreement to any of its Affiliates without the prior written consent of the other Parties, provided that no such be necessary for an assignment shall affect or relieve such Party of its obligations and Liabilities under this Agreement, (b) Seller may assign its rights under Section 8.13, Section 9.1(b), Section 9.9 and Section 12.2(a) of this Agreement without after the prior written consent Closing to a successor to the Seller pursuant to a Change of Buyer in connection with any sale of a material portion of the assets of the Retained Business or the Excluded Assets or in connection with any merger or consolidation involving Seller (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement) and Control . (c) Parent may assign its rights under Except for the provisions of Section 12.2(a) 9, none of the provisions of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of Parent and its Subsidiaries (other than Seller or its Subsidiaries) or in connection with any merger or consolidation involving Parent (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement). Subject to Section 9.12, Article XII and Section 13.7, nothing in this Agreement, express or implied, is intended to provide any rights or shall confer upon remedies to any Person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.parties to