Common use of Assignment; Binding Effect; Benefit Clause in Contracts

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Merger Sub may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to Parent or to any direct or indirect wholly-owned Subsidiary of Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto Party (whether by operation of law Laws or otherwise) without the prior written consent of the any other parties, Party except that Merger Sub may assign, in its sole discretion, all or any of Acquiror shall be permitted to assign its rights, interests and obligations hereunder to Parent an Affiliate of Acquiror or in connection with a Change of Control without obtaining any consent from any other Party; provided that Acquiror shall remain liable for all such obligations hereunder. Any purported assignment, unless so consented to any direct or indirect wholly-owned Subsidiary of Parentpermitted as provided herein, shall be void and without effect. Subject to the preceding sentenceforegoing, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto Parties and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person other than the parties hereto Parties or their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations rights or liabilities remedies under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law Law or otherwise) without the prior written consent of the other partiesparties hereto; PROVIDED, except HOWEVER, that Merger Sub Parent may assign, in its sole discretion, all or any of assign its rights, interests and obligations hereunder to any successor or parent entity of Parent whose shares are registered under Section 12 of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to any direct or indirect wholly-owned Subsidiary the Effective Time, then Parent shall have the right to contribute all of Parentthe capital stock of Merger Sub to RCA. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of other than Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred)7.06, nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations rights or liabilities remedies under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, except however, that Merger Sub Buyer may assign, in its sole discretion, all or assign this Agreement to any of its rightssubsidiaries or affiliates whether or not such subsidiaries or affiliates exist at the date hereof; provided further, interests and however, that no such assignment shall relieve Buyer of any of its obligations hereunder to Parent or to any direct or indirect wholly-owned Subsidiary of Parenthereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Until the Closing Time or termination of this Agreement pursuant to Section 7.1 or 7.2, the Securities (and any transfer thereof) shall be subject to this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, except however, that Merger Sub Buyer may assign, in its sole discretion, all or assign this Agreement to any of its rightssubsidiaries or affiliates whether or not such subsidiaries or affiliates exist at the date hereof; provided further, interests and however, that no such assignment shall relieve Buyer of any of its obligations hereunder to Parent or to any direct or indirect wholly-owned Subsidiary of Parenthereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law Law or otherwise) without the prior written consent of the other parties, except provided, however, that Merger Sub may assignBuyer shall be entitled to assign this Agreement and any rights, in its sole discretion, all interests or obligations hereunder to any of its rightsAffiliates without the consent of the Company, interests and provided that any such assignment shall not relieve Buyer of its obligations hereunder to Parent or to any direct or indirect wholly-owned Subsidiary of Parenthereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) other than the provisions Company's current and former directors and officers in the case of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred)6.04, nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall will be assigned by any of the parties hereto (whether by operation of law Law or otherwise) without the prior written consent of the other parties, except provided, however, that Merger Sub may assigneach of Parent and Buyer will be entitled to assign this Agreement and any rights, in its sole discretion, all interests or obligations hereunder to any of its rightsAffiliates or, interests and obligations hereunder to at or after the Effective Time, iStar Financial Inc. without the consent of the Company; provided further, however, that no such assignment shall relieve Parent or to Buyer of any direct or indirect wholly-owned Subsidiary of Parentits obligations hereunder. Subject to the preceding sentence, this Agreement shall will be binding upon and shall will inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding Except as provided in Section 6.04, notwithstanding anything else contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law Law or otherwise) without the prior written consent of the other parties, except that Merger Sub (a) Parent may assign, in its sole discretion, assign all or any of its rights, interests rights and obligations hereunder to Parent or to any direct or indirect wholly-owned Subsidiary Affiliate of Parent, provided that no such assignment to an Affiliate shall relieve Parent of its obligations hereunder, and (b) after the Effective Time, Parent may assign all of its rights and obligations hereunder to a person that acquires all of the capital stock, or substantially all of the assets, of the division or business unit of Parent responsible for the business of the Company; provided, that such person assumes this Agreement, in writing, and agrees to be bound by and to comply with all of the terms and conditions hereof. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 Other than under Sections 6.04 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred)6.07, nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests benefits or obligations hereunder shall may be assigned or delegated by any of the parties hereto party (whether by operation of law or otherwise) without the prior written consent of the each other partiesparty, except that Merger Sub Purchaser may assign, in its sole discretion, assign all or any of its rightsrights and benefits hereunder, interests and obligations hereunder to Parent may delegate all or any of its obligations, to any direct or indirect wholly-owned controlled Subsidiary of ParentPurchaser, provided, that no such assignment or delegation shall relieve Purchaser of any obligation of Purchaser hereunder, unless and until such obligation has been satisfied in accordance with the terms hereof. Subject to the immediately preceding sentence, this Agreement shall will be binding upon and shall upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing Nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person person other than the parties hereto or and their respective heirssuccessors and assigns, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, except that however, Activision and Merger Sub Subsidiary may assign, in its sole discretion, all or any of its each assign their respective rights, interests and or obligations hereunder to Parent any affiliate provided that Activision remains obligated hereunder and such assignment does not alter the rights, interests or to any direct or indirect wholly-owned Subsidiary obligations of ParentExpert hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors Surviving Corporations and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 Sections 2.2, 2.4 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred)6.13, nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person person other than the parties hereto or their respective heirs, successorssurviving corporations, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall will be assigned by any of the parties hereto (whether by operation of law Law or otherwise) without the prior written consent of the other parties, except provided, however, that Merger Sub may assigneach of SurgiCare and Newco will be entitled to assign this Agreement and any rights, in its sole discretion, all interests or obligations hereunder to any of its rightsAffiliates or, interests and obligations hereunder to Parent following the Closing, any senior lender of SurgiCare without the consent of DCPS, MBS or to any direct or indirect wholly-owned Subsidiary of Parentthe Sellers. Subject to the preceding sentence, this Agreement shall will be binding upon and shall will inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Merger Sub Acquisition Company may assign, in its sole discretion, any or all or any of its rights, interests and obligations hereunder to Parent or to any direct or indirect wholly-owned Subsidiary subsidiary of Parent, but no such assignment shall relieve Acquisition Company of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall upon, inure to the benefit of of, and be enforceable by by, the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed express or implied, shall or is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.