Common use of Third Party Beneficiaries; Assignment Clause in Contracts

Third Party Beneficiaries; Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Neither Party may assign, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that DWA may assign, including by operation of law, this Agreement without the prior written consent of Company in connection with (a) any transaction or series of related transactions which result in the sale, exchange or other disposition of (i) more than fifty percent (50%) of the outstanding voting capital stock of DWA or (ii) all or substantially all of the assets of DWA or (b) any merger, amalgamation, arrangement, consolidation or other form of corporate reorganization in which DWA is a constituent party in which the beneficial holders of the outstanding voting securities of DWA prior to such transaction beneficially own less than fifty percent (50%) of the combined voting power of the outstanding securities of the entity resulting from such transaction; provided that such assignee assumes in writing and agrees to perform all of DWA’s obligations hereunder (each, a “DWA Corporate Transaction”). Any purported assignment in contravention of the foregoing will be null and void. This Agreement is not intended to confer any rights or remedies upon, and will not be enforceable by, any Person other than the Parties and their respective successors and permitted assigns.

Third Party Beneficiaries; Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Neither Party may assign, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that DWA may assign, including by operation of law, this Agreement without the prior written consent of Company in connection with (a) any transaction or series of related transactions which result in the sale, exchange or other disposition of (i) more than fifty percent (50%) of the outstanding voting capital stock of DWA Parent or (ii) all or substantially all of the assets of DWA Parent or (b) any merger, amalgamation, arrangement, consolidation or other form of corporate reorganization in which DWA Parent is a constituent party in which the beneficial holders of the outstanding voting securities of DWA Parent prior to such transaction beneficially own less than fifty percent (50%) of the combined voting power of the outstanding securities of the entity resulting from such transaction; provided that such assignee assumes in writing and agrees to perform all of DWA’s obligations hereunder (each, a “DWA Corporate Transaction”). Any purported assignment in contravention of the foregoing will be null and void. This Agreement is not intended to confer any rights or remedies upon, and will not be enforceable by, any Person other than the Parties and their respective successors and permitted assigns.