Common use of Successors and Assigns; No Third Party Beneficiaries Clause in Contracts

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto (which consent may not be unreasonably withheld), except that any party shall have the right, without the consent of any other party hereto, to assign all or a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties hereto.

Successors and Assigns; No Third Party Beneficiaries. This Subject to the terms of this Section 11.7, this Agreement and all of the its provisions hereof shall be binding upon and inure to the benefit of the parties Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, but neither any rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto Parties (which consent may not be unreasonably withheld), except ) and any purported assignment without such consent shall be void; provided that any party shall have the rightPurchaser may, without the consent of Parent, assign any other party hereto, to assign or all or a portion of its rights, interests and but not its obligations hereunder hereunder, to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one any of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) although no such assignment shall not relieve Spinco from Purchaser of its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of to Parent or any of the Parent Purchaser Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this AgreementParty hereunder); provided, howeverfurther, that Parent may, without the Indemnified Parties are intended to be third party beneficiaries consent of the provisions Purchaser, assign any or all of Article V hereofits rights (including its ownership interest in any Acquired Subsidiary), and its respective related obligations hereunder, to any of its Affiliates (although no such assignment shall have the right relieve Parent of its obligations to enforce such provisions as if they were parties heretoPurchaser or any Sellers Indemnified Party hereunder).

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part. A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) a Permitted Transferee of such Holder, (b) direct and/or indirect equity holders of the Sponsor or (c) any person with the prior written consent of Pubco. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective its successors and the permitted assigns, but neither this Agreement nor any assigns of the Holders. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement. No assignment by any party hereto of such party’s rights, interests or duties and obligations hereunder shall be assigned by any party hereto binding upon or obligate Pubco unless and until Pubco shall have received (whether by operation i) written notice of law or otherwisesuch assignment as provided in this Section 13(g) without and (ii) the prior written consent agreement of the other parties assignee, in the form attached hereto (which consent may not be unreasonably withheld), except that any party shall have the right, without the consent of any other party heretoas Exhibit A, to assign all or a portion of its rights, interests be bound by the terms and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to . Any transfer or assignment made other than as provided in this Section 13(g) shall be third party beneficiaries of the provisions of Article V hereof, null and shall have the right to enforce such provisions as if they were parties heretovoid.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the its provisions hereof shall be binding solely upon and inure solely to the benefit of the Parties and their respective permitted successors and assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties hereto or their respective permitted successors and assigns, any rights, remedies or Liabilities; provided, that (a) the provisions of Article X will inure to the benefit of the parties Indemnified Parties, (b) the provisions of Section 6.8 will inure to the benefit of the D&O Indemnified Parties and their respective successors and permitted assigns, but neither (c) the provisions of Section 6.9 will inure to the benefit of Sellers’ Affiliates. No Party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties Parties hereto (which and any purported assignment without such consent may not shall be unreasonably withheld)void; provided, except that any party shall have the rightPurchaser may, without the consent of Sellers, assign any other party hereto, to assign or all or a portion of its rights, interests and rights or obligations hereunder to one or more direct or indirect subsidiaries, but any of its Subsidiaries that is wholly owned by the Purchaser (although no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one Purchaser of its Affiliates (the "Spinco Transferee") prior obligations to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent Sellers or any of the Parent Seller Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretoParty hereunder).

Successors and Assigns; No Third Party Beneficiaries. This Agreement shall not be assigned by operation of law or otherwise by Xx. Xxxxxxx without the prior written consent of Purchaser. Purchaser may assign all or a portion of its rights and all benefits under this Agreement to any permitted assignee of its rights, interests and obligations under the provisions hereof Stock Purchase Agreement. In each case, prior to any such assignment becoming effective, the assignee shall become a party to this Agreement by agreeing to be bound by the terms and conditions of this Agreement. This Agreement will be binding upon and upon, inure to the benefit of the parties and their be enforceable by each party and such party’s respective successors heirs, beneficiaries, executors, representatives and permitted assigns, but neither including any corporate successor by merger or otherwise. Xx. Xxxxxxx agrees that this Agreement nor any of and the rights, interests or obligations hereunder shall attach to the shares of Common Stock set forth in the Recitals above and shall be assigned by binding upon any party hereto (Person to which legal or beneficial ownership of such shares shall pass, whether by operation of law or otherwise) without . Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the prior written consent of the other parties hereto (which consent may not be unreasonably withheld)to this Agreement, except that any party shall have the legal or equitable right, without the consent of any other party hereto, remedy or claim under or with respect to assign all or a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason provision of this Agreement; provided, however, that the Indemnified Parties are intended Agreement except as such rights may inure to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretoa successor or permitted assignee under this Section 10.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the its provisions hereof shall be binding solely upon and inure solely to the benefit of the Parties and their respective permitted successors and assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or Liabilities; provided, that (a) the provisions of Section 6.10 will inure to the benefit of the parties D&O Indemnified Persons and their respective successors and permitted assigns, but neither (b) the provisions of Section 6.10(a) will inure to the benefit of Seller’s Affiliates. No Party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto (which Parties and any purported assignment without such consent may not shall be unreasonably withheld)void; provided, except that any party shall have the righteach Purchaser may, without the consent of Seller, assign any other party hereto, to assign or all or a portion of its rights, interests and rights or obligations hereunder to any of its Subsidiaries that is wholly owned by such Purchaser (although no such assignment shall relieve Purchasers of their obligations to Seller). For the avoidance of doubt, the amalgamation or merger (whether forward or reverse) of any Party to this Agreement with one or more direct or indirect subsidiaries, but no Affiliates of such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment Party shall not relieve Spinco from its joint responsibility therefor and (y) such constitute an assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason purposes of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretoSection 10.10.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the its provisions hereof shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the parties hereto or their respective permitted successors and assigns, but neither any rights, remedies or Liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto (which and any purported assignment without such consent may not shall be unreasonably withheld)void; provided, except that any party shall have the rightPurchaser may, without the consent of Sellers, assign any other party hereto, to assign or all or a portion of its rights, interests and rights or obligations hereunder to one or more direct or indirect subsidiaries, but any of its Subsidiary that is wholly owned (although no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one Purchaser of its Affiliates (the "Spinco Transferee") prior obligations to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent Sellers or any Purchaser Indemnified Party hereunder) and Parent and Sellers may, without the consent of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco TransfereePurchaser, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the assign their right to enforce such provisions as if they were parties heretoreceive the Closing Purchase Price and the Earn-Out Issuances to any their respective Affiliates.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the its provisions hereof shall be binding solely upon and inure solely to the benefit of the Parties and their respective permitted successors and assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, any rights, remedies or Liabilities; provided, that (a) the provisions of Section 6.11 will inure to the benefit of the parties D&O Indemnified Persons and their respective successors and permitted assigns, but neither (b) the provisions of Section 6.11(a) will inure to the benefit of Seller’s Affiliates. No Party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto (which Parties and any purported assignment without such consent may not shall be unreasonably withheld)void; provided, except that any party shall have the rightPurchaser may, without the consent of Seller, assign any other party hereto, to assign or all or a portion of its rights, interests and rights or obligations hereunder to any of its Subsidiaries that is wholly owned by Purchaser (although no such assignment shall relieve Purchaser of its obligations to Sellers). For the avoidance of doubt, the amalgamation or merger (whether forward or reverse) of any Party to this Agreement with one or more direct or indirect subsidiaries, but no Affiliates of such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment Party shall not relieve Spinco from its joint responsibility therefor and (y) such constitute an assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason purposes of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretoSection 10.10.

Successors and Assigns; No Third Party Beneficiaries. This Subject to the terms of this Section 11.9, this Agreement and all of the its provisions hereof shall be binding upon and inure to the benefit of the parties Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any Person, other than the Parties or their respective permitted successors and assigns, but neither any rights, remedies or liabilities; provided that the provisions of Article X will inure to the benefit of the Indemnified Parties. No Party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto Party (which consent may not be unreasonably withheld), except ) and any purported assignment without such consent shall be void; provided that any party shall have the rightLegg Mason may, without the consent of Citigroup, assign any other party heretoor all of its rights (including its ownership interest in any Legg Mason Subsidiary) and its related obligations hereunder, to assign all or a portion any of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but wholly-owned Subsidiaries (although no such assignment of obligation shall relieve Legg Mason of its obligations to Citigroup or any Legg Mason Indemnified Party hereunder); provided further that Citigroup may, without the assigning party from its responsibility therefor. Notwithstanding the foregoingconsent of Legg Mason, Spinco shall be permitted to assign any or all of its rights (including its ownership interest in any CAM Subsidiary), and its respective related obligations under this Agreement hereunder, to one any of its Affiliates wholly-owned Subsidiaries (the "Spinco Transferee") prior to the Record Date so long as (x) although no such assignment shall not relieve Spinco from Citigroup of its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent to Legg Mason or any of the Parent Citigroup Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretoParty hereunder).

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. The Holder may assign or delegate the Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any Person with the prior written consent of the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns. This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, but neither other than as expressly set forth in this Agreement nor Agreement. No assignment by any party hereto of the such party’s rights, interests or duties and obligations hereunder shall be assigned by any party hereto binding upon or obligate the Company unless and until the Company shall have received (whether by operation i) written notice of law or otherwisesuch assignment as provided in Section 8(k) without and (ii) the prior written consent agreement of the other parties hereto (which consent may not be unreasonably withheld)assignee, except that any party shall have in a form reasonably acceptable to the right, without the consent of any other party heretoCompany, to assign all be bound by the terms and provisions of this Agreement. Any transfer or a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco made other than as provided in this Section 8(f) shall be permitted to assign its rights null and obligations under void. All covenants and agreements in this Agreement to one by or on behalf of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco parties hereto shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon bind and inure solely to the benefit of each party heretothe respective successors and assigns of the parties hereto whether so expressed or not. In addition, andwhether or not any express assignment has been made, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express Agreement which are for the benefit of purchasers or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties Holder are intended to be third party beneficiaries of also for the provisions of Article V hereofbenefit of, and shall have the right to enforce such provisions as if they were parties heretoenforceable by, any subsequent holder of Registrable Securities.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. A Holder may assign or delegate such Xxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, to any Person with the prior written consent of the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns. This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, but neither other than as expressly set forth in this Agreement nor Agreement. No assignment by any party hereto of the such party’s rights, interests or duties and obligations hereunder shall be assigned by any party hereto binding upon or obligate the Company unless and until the Company shall have received (whether by operation i) written notice of law or otherwisesuch assignment as provided in Section 11(j) without and (ii) the prior written consent agreement of the other parties hereto (which consent may not be unreasonably withheld)assignee, except that any party shall have in a form reasonably acceptable to the right, without the consent of any other party heretoCompany, to assign all be bound by the terms and provisions of this Agreement. Any transfer or a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco made other than as provided in this Section 11(f) shall be permitted to assign its rights null and obligations under void. All covenants and agreements in this Agreement to one by or on behalf of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco parties hereto shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon bind and inure solely to the benefit of each party heretothe respective successors and assigns of the parties hereto whether so expressed or not. In addition, andwhether or not any express assignment has been made, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express Agreement which are for the benefit of purchasers or implied, is intended to or shall confer upon any other person any rights, benefits or remedies holders of any nature whatsoever under or by reason of this Agreement; provided, however, that Registrable Securities are also for the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereofbenefit of, and shall have the right to enforce such provisions as if they were parties heretoenforceable by, any subsequent holder of Registrable Securities.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any either party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto (which consent may not be unreasonably withheld), except that any party shall have the right, without the consent of any other party hereto, to assign all or a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility thereforparty. Notwithstanding the foregoingpreceding sentence or anything in any Transaction Document to the contrary, prior to consummation of the transactions contemplated hereby, Spinco shall be permitted to may assign its rights and obligations hereunder and under the other Transaction Documents to any wholly-owned U.S. subsidiary of Parent other than a Retained Subsidiary, which wholly owned subsidiary shall, following the Distribution, own all of the assets of Parent and its Subsidiaries (including shares of capital stock of Subsidiaries and any other ownership interests in any Person) other than the Retained Business. In the event of such an assignment and assumption, the assignor shall be released from all of its obligations under this Agreement to one of its Affiliates (and the "assignee shall become Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties for all purposes under this Agreement or and the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to SpincoTransaction Documents. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties hereto.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the its provisions hereof shall be binding upon and inure to the benefit of the parties Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any person, other than the Parties or their respective permitted successors and assigns, but neither any rights, remedies or liabilities; provided, that the provisions of Article X will inure to the benefit of the Indemnified Parties and the provisions of the Data Protection Agreement and any other agreement entered into between Primerica and a third party pursuant to Section 8.6(b) shall inure to the benefit of the relevant Data Subjects, to the extent required to comply with applicable Law. No Party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto Party (which consent may not be unreasonably withheld)withheld or delayed) and any purported assignment without such consent shall be void; provided, except that any party shall have the rightCitiLife may, without the consent of Primerica, assign or transfer any other party hereto, to assign or all or a portion of its rights, interests and its respective related obligations hereunder hereunder, to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one (a) any of its Affiliates (although no such assignment shall relieve CitiLife of its obligations to Primerica or any Primerica Indemnified Party hereunder), (b) any entity which has succeeded to all or substantially all of the "Spinco Transferee") prior to the Record Date Retained Business so long as such entity assumes all of CitiLife’s obligations in writing or (xc) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of engaged by CitiLife to administer the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretoCovered Contracts.

Successors and Assigns; No Third Party Beneficiaries. This Subject to the terms of this Section 7.2, this Agreement and all of the provisions hereof shall will apply to, be binding upon in all respects upon, and inure to the benefit of the parties and their respective successors and permitted assigns, but neither assigns of the Parties. None of Sellers or the Company shall assign any of such Party’s rights or delegate any of such Party’s obligations under this Agreement nor without the prior written consent of Buyer. Buyer shall not assign any of the rights, interests Buyer’s rights or delegate any of Buyer’s obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) under this Agreement without the prior written consent of the other parties hereto (which consent may not be unreasonably withheld)Securityholder Representative, except that Buyer is permitted to assign any party shall have the rightof Buyer’s rights and delegate any of Buyer’s obligations under this Agreement, without the prior written consent of the Securityholder Representative, (a) to any other party heretoAffiliate of Buyer, to assign (b) in connection with the sale of all or a portion substantially all of its rightsthe ownership interests or Assets of, interests or any business combination transaction involving, Buyer or any of Buyer’s Affiliates, and obligations hereunder (c) as collateral to one any financial institution providing financing to Buyer or more direct any of Buyer’s Affiliates. No assignment or indirect subsidiaries, but no delegation will relieve any of the Parties of any of such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and Party’s obligations under this Agreement. Any purported assignment or delegation in violation or breach of this Section 7.2 will be void ab initio. Nothing in this Agreement will be construed to one of its Affiliates (give any Person other than the "Spinco Transferee") prior Parties any legal or equitable right under or with respect to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event any provision of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express except such rights as will inure to a successor or impliedpermitted assignee pursuant to this Section 7.2 and except as contemplated by Section 5.5, is intended to Section 5.7, or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretoVI.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of of, and be binding upon, the parties hereto and their respective successors and permitted assigns; provided that, but neither this Agreement nor to the extent not prohibited by applicable Law, no party shall assign or delegate any of the rights, interests rights or obligations hereunder shall be assigned by under this Agreement (except, at any party hereto (whether time after the Closing, by operation of law in connection with a merger, a sale of substantially all the assets, or otherwisea liquidation of Buyer or its Affiliates) without the prior written consent of the each other parties hereto party hereto, and any such purported assignment or delegation without such consent shall be void and of no effect; provided, however, that Buyer may (which consent may not be unreasonably withheldin its sole discretion), except that any party shall have the right, without the consent of any other party hereto, assign (in whole or in part and whether by merger, operation of law or otherwise) (a) this Agreement and its rights hereunder to assign all its lenders and debt providers (or a portion of any administrative or collateral agent therefor) for collateral security purposes, and (b) this Agreement and its rights, interests rights and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment Affiliates; provided, further, that Buyer shall remain fully liable for, and shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect be released from, any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties Liabilities under this Agreement or any Closing Document as if Buyer was the Merger Agreementpurchaser of the Conveyed Property; provided provided, further, however, that any Seller Party may (in its sole discretion), without the event consent of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each other party hereto, andassign (in whole or in part and whether by merger, except for the provisions operation of Sections 8.1 hereoflaw or otherwise) it rights, nothing but not any of its Liabilities, under Section 6.15. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other person than a party to this Agreement or a party’s permitted successors and assigns, any rights, benefits rights or remedies of any nature or kind whatsoever under or by reason of this Agreement; providedAgreement except, howeverwith respect to Article X, to the extent that the Indemnified Parties certain third-parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions expressly covered as if they were parties heretoBuyer Indemnitees or Seller Indemnitees.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all shall not be assignable or otherwise transferable by a party without the prior consent of the provisions hereof other parties, and any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of no effect; provided, however, that NYSE may, in its sole discretion, assign or transfer all or any of its rights under this Agreement to any direct or indirect wholly owned subsidiary of NYSE; provided, further, that any such assignment shall not relieve NYSE of its obligations hereunder. This Agreement shall be binding upon the respective heirs, legal representatives and inure to the benefit permitted transferees of the parties hereto. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their respective successors heirs, legal representatives and permitted assignstransferees, but neither any right, remedy or claim under or in respect of this Agreement or any provision hereof. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law. Without limiting the scope or effect of the rightsrestrictions on Transfer set forth in Section 2(a), interests or the Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Shares and shall be assigned by binding upon any party hereto (person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise) without the prior written consent of the other parties hereto (which consent may not be unreasonably withheld), except that any party shall have the right, without the consent of any other party hereto, to assign all or a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties hereto.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of and shall be binding on and enforceable by the parties Parties and their respective successors and permitted assigns, but neither this Agreement nor . Neither Party may assign any of the rights, interests its rights or obligations hereunder shall be assigned by any party hereto (whether hereunder, by operation of law or otherwise) , without the prior written consent of the other parties hereto (which consent Party; provided, that either Party may not be unreasonably withheld), except that assign any party shall have the right, without the consent of any other party hereto, to assign all or a portion of its rights, interests and obligations hereunder to one rights or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement pursuant to one a Change of its Affiliates (Control of such Party, provided that the "Spinco Transferee") prior assignee agrees to be bound by the terms and provisions of this Agreement; provided further that the covenants, licenses, rights and obligations set forth in Article 4 hereof shall be assignable only as and to the Record Date so long extent specifically provided in Section 4.6. Except with respect to the covenants, licenses, rights and obligations set forth in Article 4 hereof which shall be assignable only as (x) such assignment and to the extent specifically provided in Section 4.6, each Party and its Subsidiaries shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any have the right without consent of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties other Party to assign their rights under this Agreement or the Merger Agreement; provided that in the event of any such assignment as collateral to their respective lenders after reasonable prior notice to the Spinco Transferee, all references to Spinco other Party. Any purported assignment in violation of this Section 11.16 shall be automatically deemed to be references to Spincovoid and no assignment by Purchaser or Seller will relieve Purchaser or Seller from any of their respective obligations hereunder. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express Nothing herein expressed or implied, implied is intended or should be construed to or shall confer upon or give to any Person other person than the Parties hereto and their respective successors and permitted assigns any rights, benefits rights or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, provided that the Indemnified Parties are intended to Coloplast shall be deemed an express third party beneficiaries beneficiary of Section 4.2(b) hereof with rights of enforcement. Except with respect to Coloplast’s rights pursuant to Section 4.2(b) hereof and with respect to the provisions Parties’ respective successors and permitted assigns, third party enforcement of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretothis Agreement is barred.

Successors and Assigns; No Third Party Beneficiaries. This The provisions of this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, but neither that no party may, directly or indirectly, assign, delegate or otherwise Transfer any of its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto (which consent may not be unreasonably withheld)hereto, except that any party shall have the right, without the consent of any other party hereto, to Parent may assign all or a portion of its rights, interests rights and obligations hereunder to one or more any direct or indirect subsidiarieswholly-owned subsidiary of Parent or to an entity under common control with Parent without such consent, but in each case to which it assigns its obligations under the Merger Agreement after providing written notice to the Stockholders and the Fund thereof at least two business days prior to such assignment; and provided, further, that no such assignment of obligation shall relieve the assigning party from of its responsibility thereforobligations hereunder. Notwithstanding the foregoingIn addition to any other remedies available to any party hereunder in law or in equity in respect thereof, Spinco any assignment or Transfer in contravention of this Agreement shall be permitted to assign its rights null and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spincovoid. This Agreement shall be binding upon and inure solely to the benefit of each party heretothe parties hereto and their permitted assigns, and, except for the provisions of Sections 8.1 hereof, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that each party hereto agrees that the Indemnified Parties Financing Sources are intended to be third party beneficiaries of the provisions of Article V under Section 6.5 hereof, and shall have the right to each such Financing Source and its successors and assigns may enforce such provisions as if they were parties heretoprovision.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the its provisions hereof shall be binding upon and inure to the benefit of the parties Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement, whether express or implied, will confer on any Person, other than the Parties hereto or their respective permitted successors and permitted assigns, but neither any rights, remedies or Liabilities; provided, that (a) the provisions of Article X will inure to the benefit of the Indemnified Parties and (b) the provisions of Section 6.7 will inure to the benefit of KCG and its Affiliates. No Party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties Parties hereto (which and any purported assignment without such consent may not shall be unreasonably withheld), except void; provided that any party shall have the rightPurchaser may, without the consent of Seller, assign any other party hereto, to assign or all or a portion of its rights, interests and rights or obligations hereunder to one any of its Affiliates or more direct any Subsidiary of LFH or indirect subsidiaries, but WIMC (although no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one Purchaser of its Affiliates (the "Spinco Transferee") prior obligations to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent Seller or any of the Parent Seller Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this AgreementParty hereunder); provided, however, that such assignment shall not be permitted if it would impede or delay the Indemnified Parties are intended to be third party beneficiaries consummation of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretotransactions contemplated by this Agreement.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of of, and be binding upon, the parties hereto and their respective successors and permitted assigns, including, but not limited to, the Executive's heirs and personal representatives of the Executive's estate; PROVIDED, HOWEVER, that neither this Agreement nor party shall assign or delegate any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) created under this Agreement without the prior written consent of the other parties hereto (which consent may not be unreasonably withheld), except that any party shall have the right, without the consent of any other party hereto, to assign all or a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility thereforparty. Notwithstanding the foregoing, Spinco the Company shall be permitted have the unrestricted right to assign its rights and obligations under this Agreement and to one delegate all or any part of its Affiliates (the "Spinco Transferee") prior obligations hereunder to the Record Date any of its subsidiaries, so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any diminish the duties, function, responsibility or authority of the rights, benefits Executive or result in any assignment of duties or responsibilities materially inconsistent with those set forth in this Agreement (unless consented to by the Executive) but in such event such assignee shall expressly assume all obligations of Parent or any the Company hereunder and the Company shall remain fully liable for the performance of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that all such obligations in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing manner prescribed in this Agreement, express or implied, is intended to or . Nothing in this Agreement shall confer upon any other person or entity not a party to this Agreement, or (unless otherwise expressly provided herein) the legal representatives of such person or entity, any rights, benefits rights or remedies of any nature or kind whatsoever under or by reason of Agreement. In the event the Executive commences an action to enforce his rights under this Agreement; provided, however, that the Indemnified Parties are intended to be third party beneficiaries Company shall pay all of the provisions of Article V hereofExecutive's reasonable fees and expenses (including, and shall have without limitation, reasonable attorneys' fees) should the right to enforce Executive prevail in such provisions as if they were parties heretoaction.

Successors and Assigns; No Third Party Beneficiaries. This Agreement shall not be assigned by operation of law or otherwise by any Stockholder without the prior written consent of Parent or Merger Sub. Each of Parent and Merger Sub may assign all or a portion of its rights and benefits under this Agreement to any permitted assignee of its rights, interests and obligations under the provisions hereof Merger Agreement. In each case, prior to any such assignment becoming effective, the assignee shall become a party to this Agreement by agreeing to be bound by the terms and conditions of this Agreement. This Agreement will be binding upon and upon, inure to the benefit of the parties and their be enforceable by each party and such party's respective successors heirs, beneficiaries, executors, representatives and permitted assigns, but neither including any corporate successor by merger or otherwise. Each Stockholder agrees that this Agreement nor any of and the rights, interests or obligations hereunder shall attach to such Stockholder’s Shares and shall be assigned by binding upon any party hereto (Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise) without . Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the prior written consent of the other parties hereto (which consent may not be unreasonably withheld)to this Agreement, except that any party shall have the legal or equitable right, without the consent of any other party hereto, remedy or claim under or with respect to assign all or a portion of its rights, interests and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason provision of this Agreement; provided, however, that the Indemnified Parties are intended Agreement except as such rights may inure to be third party beneficiaries of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties heretoa successor or permitted assignee under this Section 14.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part except in connection with a sale or acquisition of Pubco, whether by merger, consolidation, sale of all or substantially all of Pubco’s assets, or similar transaction. A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (i) a Permitted Transferee of such Holder, (ii) direct and/or indirect equity holders of the Sponsor or (iii) any person with the prior written consent of Pubco. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective its successors and the permitted assigns, but neither this Agreement nor any assigns of the Holders. This Agreement shall not confer any rights or benefits on any persons that are not patties hereto, other than as expressly set forth in this Agreement. No assignment by any party hereto of such party’s rights, interests or duties and obligations hereunder shall be assigned by any party hereto binding upon or obligate Pubco unless and until Pubco shall have received (whether by operation i) written notice of law or otherwisesuch assignment as provided in this Section 12(g) without and (ii) the prior written consent agreement of the other parties hereto (which consent may not be unreasonably withheld)assignee, except that any party shall have the right, without the consent of any other party heretoin a form reasonably acceptable to Pubco, to assign all or a portion of its rights, interests be bound by the terms and obligations hereunder to one or more direct or indirect subsidiaries, but no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one of its Affiliates (the "Spinco Transferee") prior to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent or any of the Parent Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the Indemnified Parties are intended to . Any transfer or assignment prohibited by this Section 12(g) shall be third party beneficiaries of the provisions of Article V hereof, null and shall have the right to enforce such provisions as if they were parties heretovoid.

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the its provisions hereof shall be binding upon and inure to the benefit of the parties Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement, whether express or implied, will confer on any Person, other than the Parties hereto or their respective permitted successors and permitted assigns, but neither any rights, remedies or Liabilities; provided, that (a) the provisions of Article X will inure to the benefit of the Indemnified Parties and (b) the provisions of Section 6.7 will inure to the benefit of KCG and its Affiliates. No Party may assign its rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties Parties hereto (which and any purported assignment without such consent may not shall be unreasonably withheld), except void; provided that any party shall have the rightPurchaser may, without the consent of Seller, assign any other party hereto, to assign or all or a portion of its rights, interests and rights or obligations hereunder to one any of its Affiliates or more direct any Subsidiary of LFH or indirect subsidiaries, but WIMC (although no such assignment of obligation shall relieve the assigning party from its responsibility therefor. Notwithstanding the foregoing, Spinco shall be permitted to assign its rights and obligations under this Agreement to one Purchaser of its Affiliates (the "Spinco Transferee") prior obligations to the Record Date so long as (x) such assignment shall not relieve Spinco from its joint responsibility therefor and (y) such assignment does not adversely affect any of the rights, benefits or obligations of Parent Seller or any of the Parent Seller Indemnified Parties under this Agreement or the Merger Agreement; provided that in the event of any such assignment to the Spinco Transferee, all references to Spinco shall be automatically deemed to be references to Spinco. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except for the provisions of Sections 8.1 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this AgreementParty hereunder); provided, however, that such assignment shall not be permitted if it would impede or delay the Indemnified Parties are intended to be third party beneficiaries consummation of the provisions of Article V hereof, and shall have the right to enforce such provisions as if they were parties hereto.transactions contemplated by this Agreement. Section 11.8