Common use of Assignability; No Third Party Beneficiaries Clause in Contracts

Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the Company’s rights, interests or obligations hereunder may be assigned or delegated by the Company, in whole or in part, by operation of law or otherwise, without the prior written consent of Parent, and any attempted assignment or delegation of this Agreement or any of such rights, interests or obligations by the Company without Parent’s prior written consent shall be void and of no effect. Parent and Merger Sub may assign any or all of their respective rights or obligations under this Agreement, in whole or in part, to any Affiliate of Parent without obtaining the consent or approval of any other Party; provided, however, that such assignment US-LEGAL-11446530/6 174293-0017 3089529.v7 will not relieve Parent or Merger Sub of any of their respective obligations under this Agreement. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except (i) the Indemnified Persons shall be third-party beneficiaries of Section 5.6 and (ii) as expressly set forth in Section 5.13.

Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties parties hereto and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the Company’s parties’ rights, interests or obligations hereunder may be assigned or delegated by the Company, in whole or in part, by operation of law or otherwise, otherwise without the prior written consent of Parent, and any attempted (i) the Company (in the case of an assignment by either Parent or delegation Merger Sub) or (ii) Parent (in the case of this Agreement or any of such rights, interests or obligations an assignment by the Company without Parent’s Company); provided, however, that, subject to the following sentence, Parent or Merger Sub, upon prior written consent shall be void and of no effect. Parent and Merger Sub notice to the Company, may assign any or all of their respective rights or obligations under this Agreement, in whole or in part, to any Affiliate wholly-owned Subsidiary of Parent without obtaining the consent or approval of any other Party; provided, however, that such party hereto. No assignment US-LEGAL-11446530/6 174293-0017 3089529.v7 will not shall relieve Parent or Merger Sub the assigning party of any of their respective its obligations under hereunder. Any purported assignment in violation of this AgreementSection 9.7 shall be null and void. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the Parties parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except (i) the Indemnified Persons shall be third-party beneficiaries of Section 5.6 and (ii) as expressly set forth in Section 5.135.4.

Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties parties hereto and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the Company’s rights, interests or obligations hereunder may be assigned or delegated by the Companyany party hereto, in whole or in part, by operation of law or otherwise, without the prior written consent of Parentthe other parties hereto, and any attempted assignment or delegation of this Agreement or any of such rights, interests or obligations by without the Company without Parent’s other parties’ prior written consent shall be void and of no effect. Parent and Merger Sub may assign any or all of their respective rights or obligations under this Agreement, in whole or in part, to any Affiliate of Parent without obtaining the consent or approval of any other Party; provided, however, that such assignment US-LEGAL-11446530/6 174293-0017 3089529.v7 will not relieve Parent or Merger Sub of any of their respective obligations under this Agreement. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the Parties parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except that (ia) the Indemnified Persons shall be third-party beneficiaries of Section 5.6 5.6, (b) the Parent Related Parties and the Company Related Parties shall be third party beneficiaries of Section 7.3(f) and (iic) as expressly set forth in Section 5.13the Financing Sources and the Financing Source Related Parties shall be third-party beneficiaries of Sections 7.3(i), 8.1, 8.4, 8.5(b), 8.5(c) and the last sentence of 8.8.

Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the Company’s rights, interests or obligations hereunder may be assigned or delegated by the Company, in whole or in part, by operation of law or otherwise, without the prior written consent of Parent, and any attempted assignment or delegation of this Agreement or any of such rights, interests or obligations by the Company without Parent’s prior written consent shall be void and of no effect. Parent and Merger Sub may assign any or all of their respective rights or obligations under this Agreement, in whole or in part, to any Affiliate of Parent without obtaining the consent or approval of any other Party; provided, however, that such assignment US-LEGAL-11446530/6 174293-0017 3089529.v7 will not relieve Parent or Merger Sub of any of their respective obligations under this Agreement. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except (i) the Indemnified Persons shall be third-party beneficiaries of Section 5.6 and (ii) as expressly set forth in Section 5.13.