Common use of Third Party Beneficiaries; Enforceability Clause in Contracts

Third Party Beneficiaries; Enforceability. (a) This letter agreement shall inure to the benefit of and be binding upon Holdco and the Investor and nothing in this letter agreement, express or implied, is intended to, nor does it, confer upon any person (other than Holdco and the Investor) any rights or remedies under, or by reason of, or any rights (i) to enforce the Equity Commitment or any provisions of this letter agreement or (ii) to confer upon any person any rights or remedies against any person other than the Investor under or by reason of, this letter agreement; provided, that the Company is an express third party beneficiary hereof and shall have the enforcement rights provided in this Section 7 of this letter agreement and no others. (b) This letter agreement may only be enforced by (i) Holdco at the direction of the Investor, or (ii) the Company to (x) seek specific performance of the Investor’s obligation to fund its Equity Commitment in accordance with the terms hereof if and only in the event each of the terms and conditions set forth in Section 10.7(b) of the Merger Agreement has been satisfied and (y) enforce its rights to consent to certain matters as expressly provided in Section 6. In no event shall any of Holdco’s, Parent’s, Merger Sub’s or the Company’s creditors (other than the Company to the extent provided herein) have the right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.

Third Party Beneficiaries; Enforceability. (a) This letter agreement shall inure to the benefit of and be binding upon Holdco and the Investor Xx. Xxx and nothing in this letter agreement, express or implied, is intended to, nor does it, confer upon any person (other than Holdco and the InvestorXx. Xxx) any rights or remedies under, or by reason of, or any rights (i) to enforce the Equity Commitment or any provisions of this letter agreement or (ii) to confer upon any person any rights or remedies against any person other than the Investor Xx. Xxx under or by reason of, this letter agreement; provided, that the Company is an express third party beneficiary hereof and shall have the enforcement rights provided in this Section 7 of this letter agreement and no others. (b) This letter agreement may only be enforced by (i) Holdco at the direction of the InvestorXx. Xxx, or (ii) the Company to (x) seek specific performance of the Investor’s Xx. Xxx’x obligation to fund its his Equity Commitment in accordance with the terms hereof if and only in the event each of the terms and conditions set forth in Section 10.7(b) of the Merger Agreement has been satisfied and (y) enforce its rights to consent to certain matters as expressly provided in Section 6. In no event shall any of Holdco’s, Parent’s, Merger Sub’s or the Company’s creditors (other than the Company to the extent provided herein) have the right to enforce this letter agreement or to cause Holdco to enforce this letter agreement.