Common use of Assignment; Binding Effect Clause in Contracts

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and -------------------------- inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further -------------------------------------------------------------------------------- Page 18 -------------------------------------------------------------------------------- agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Neither this Agreement nor any of the rights, interests or obligations hereunder shall be binding upon and inure to the benefit assigned or delegated by any of the parties to this Agreement and their respective successors, heirs (in hereto without the case prior written consent of the Employeeother parties; provided, however, that (i) and permitted assigns. No any Co-Investor may assign any of its rights or obligations hereunder to any of its Affiliates without the prior written consent of the Company under this Agreement Company, Tribute or Pozen, but no such assignment shall relieve such Co-Investor of any of its obligations hereunder, (ii) at any time prior to the filing of the Investor Registration Statement or the Registration Statement, as applicable, any Co-Investor may reallocate, in whole or in part, the number of Shares allocated to such Co-Investor hereunder and assign its rights and obligations hereunder with respect to such reallocated Shares, to any other Co-Investor (and Schedule I will be assigned or transferred by the Company except that such updated accordingly), and (iii) Purchaser may assign any of its rights or obligations may be assigned or transferred hereunder in connection with a merger or amalgamation of Purchaser, or the sale or transfer of all or substantially all of the assets of Purchaser and its Subsidiaries. In addition to the Companyforegoing, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company hereby acknowledges and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in following the event Arrangement Effective Time and pursuant to the Plan of a sale or transfer Arrangement, the Company shall assume the obligations of assets as described in Tribute with respect to the preceding sentencePurchaser Shares and the Investor Shares. Subject to the first sentence of this Section 8.8, it this Agreement shall be a condition precedent binding upon and shall inure to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties benefit of the Company hereunderparties hereto and their respective successors and assigns. No rights or obligations of the Employee Any purported assignment not permitted under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee 8.8 shall be entitled, to the extent permitted under any applicable law, to select null and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereofvoid. In addition, if Purchaser were to sell in a private transaction any of its Shares to (i) another Co-Investor or (ii) one or more persons identified on Schedule II hereto, then such purchaser shall have the absence of rights set forth in Annex A hereto with respect to such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativepurchased Shares.

Assignment; Binding Effect. This Agreement and the Plan shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement or the Plan may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this AgreementAgreement and the Plan, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunderunder this Agreement and the Plan. No rights or obligations of the Employee under this Agreement or the Plan may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 115. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder under the Plan and this Agreement following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under the Plan or this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his the Employee's incompetence, reference in the Plan or this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and -------------------------- inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon -------------------------- and inure to the benefit of the parties to this Agreement and their respective -------------------------------------------------------------------------------- Page 18 -------------------------------------------------------------------------------- successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement The terms and provisions hereof shall be binding upon and inure to the benefit of, and be binding upon Revogenex, Coronado and their respective successors and permitted assigns. Except as set forth below, neither Party may assign, sublicense or transfer any of its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the parties other, except that assignments, sublicenses and transfers to an Affiliate of a Party may be made without written consent of the other Party; provided, such Affiliate agrees to be bound by the terms of this Agreement; provided, further, that this Agreement shall not be assigned, sublicensed or transferred to an entity that does not own the Acquired Assets, the IND/NDA and all Regulatory Documentation, the Coronado Marks and the other documents described in Section 16.4 (collectively, the “Product Related Materials”) and Coronado will not transfer the Product Related Materials to any entity unless this Agreement is assigned in accordance with this Agreement in conjunction with such transfer. Notwithstanding anything herein to the contrary, Revogenex shall, without consent of the other Party hereto, have the right to assign its rights in and to any payments hereunder and collaterally assign its rights in and to this Agreement and their respective successors, heirs (the Product Intellectual Property. Any attempt to assign this Agreement in the case violation of the Employee) and permitted assigns. No rights or obligations of provisions set forth herein shall be deemed a default by the Company assigning Party under this Agreement may and null and void. Notwithstanding the forgoing, this Agreement shall be assigned or transferred assignable by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of other Party to any Person who acquires all or substantially all of the assets of such other Party or otherwise acquires the Companyother Party, provided that directly or indirectly (whether by purchase of stock, merger, consolidation or otherwise), including the Product Related Materials. Any permitted assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Companyeither Party will, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilitiesassignment, obligations and duties of the Company hereunder. No rights or assume all obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable its assignor arising under this Agreement following such assignment. This Agreement shall inure to the death benefit of and be binding upon the successors and permitted assigns and permitted transferees of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativeParties hereto.

Assignment; Binding Effect. This Agreement shall be binding upon and -------------------------- inure to the benefit of the parties to this Agreement and their respective -------------------------------------------------------------------------------- Page 18 -------------------------------------------------------------------------------- successors, heirs (in the case of the Employee) and may be permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns1. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with pursuant to a merger or consolidation, or pursuant to the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilitiesCompany. This Agreement will not be terminated by any merger, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale consolidation or transfer of assets as described in of the preceding sentence, it shall be a condition precedent Company referred to above. In the consummation event of any such merger, consolidation or transfer of assets, the provisions of this Agreement will be binding upon the surviving, resulting or successor corporation or the person or entity to which such assets are transferred. The Company agrees that if the Company completes an asset sale pursuant to which all or substantially all of the assets of the Company are sold, or any other Change of Control transaction that pursuant to which the assignee acquiring or transferee expressly assumes surviving party in such transaction does not assume the liabilitiesCompany’s obligations under this Agreement either by operation of law or contractually, then concurrently with such asset sale or other transaction the Company will cause the purchaser of such assets, or such other acquiring or surviving party, to unconditionally assume in writing all of the obligations and duties of the Company hereunder. No Without limiting the foregoing, but subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Affiliates, officers, directors, agents, successors and assigns of the Company. This Agreement will inure to the benefit of, and be enforceable by or against, Executive or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, designees and legatees. None of Executive’s rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under If Executive should die while any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation amounts or benefits payable hereunder following have been accrued by Executive but not yet paid as of the Employeedate of Executive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall and which would be payable to Executive hereunder had Executive continued to live, all such amounts and benefits unless otherwise provided herein will be paid or provided in accordance with the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event terms of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemedsuch person or persons appointed in writing by Executive to receive such amounts or, where appropriateif no such person is so appointed, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representativeestate.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the Employee’s Executive's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1115. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s Executive's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the Employee’s Executive's spouse, or if such spouse shall not survive the EmployeeExecutive, to the Employee’s Executive's estate. In the event of the Employee’s Executive's death or a judicial determination of his the Executive's incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the Employee’s Executive's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. A. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with pursuant to a merger or consolidation, or pursuant to the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilitiesCompany. This Agreement will not be terminated by any merger, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale consolidation or transfer of assets as described in of the preceding sentence, it shall be a condition precedent Company referred to above. In the consummation event of any such merger, consolidation or transfer of assets, the provisions of this Agreement will be binding upon the surviving, resulting or successor corporation or the person or entity to which such assets are transferred. The Company agrees that if the Company completes an asset sale pursuant to which all or substantially all of the assets of the Company are sold, or any other Change of Control transaction that pursuant to which the assignee acquiring or transferee expressly assumes surviving party in such transaction does not assume the liabilitiesCompany’s obligations under this Agreement either by operation of law or contractually, then concurrently with such asset sale or other transaction the Company will cause the purchaser of such assets, or such other acquiring or surviving party, to unconditionally assume in writing all of the obligations and duties of the Company hereunder. No Without limiting the foregoing, but subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Affiliates, officers, directors, agents, successors and assigns of the Company. This Agreement will inure to the benefit of, and be enforceable by or against, Executive or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, designees and legatees. None of Executive’s rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under If Executive should die while any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation amounts or benefits payable hereunder following have been accrued by Executive but not yet paid as of the Employeedate of Executive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall and which would be payable to Executive hereunder had Executive continued to live, all such amounts and benefits unless otherwise provided herein will be paid or provided in accordance with the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event terms of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemedsuch person or persons appointed in writing by Executive to receive such amounts or, where appropriateif no such person is so appointed, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representativeestate.

Assignment; Binding Effect. Purchaser will not have the right to assign this Agreement without Sellers’ prior written consent, to be given or withheld in Sellers’ sole and absolute discretion. Notwithstanding the foregoing, Purchaser may assign its rights under this Agreement to an Affiliate of Purchaser without the consent of Sellers, provided that any such assignment does not relieve the assigning party of its obligations hereunder, and the applicable assignee of Purchaser and Purchaser shall jointly and severally be liable for the obligations of Purchaser hereunder. Sellers shall not have the right to assign this Agreement without Purchaser’s prior written consent, to be given or withheld in Purchaser’s sole and absolute discretion. This Agreement shall will be binding upon and inure to the benefit of the parties to this Agreement Sellers and Purchaser and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No , and no other party will be conferred any rights by virtue of this Agreement or obligations be entitled to enforce any of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee provisions hereof. Whenever a reference is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference made in this Agreement to Sellers or Purchaser, such reference will include the Employee successors and permitted assigns of such party under this Agreement. Notwithstanding the foregoing, if Purchaser so elects, Purchaser may designate, effective as of Closing, one or more other Affiliates of Purchaser to take title solely to the El Segundo Property or solely to the One Wilshire Property, respectively, in which case, the documents described in Section 10.3(a), (b), (c), (e) and (j) will be separately prepared executed and delivered between the applicable Seller and the applicable designee of Purchaser at Closing, the items described in Section 10.3(g), (h), and (i) will be conveyed by the applicable Seller to the applicable designee of Purchaser at Closing, the designee will be deemed to have assumed all obligations of Purchaser hereunder with respect to the applicable Property, and Purchaser shall be deemedrelieved of liability for its obligations thereafter arising under this Agreement. In order to comply with the requirements of the Service Provider Agreements, where appropriate, the interests of Xxxxx REIT One Wilshire in the Service Provider Agreements will be assigned to refer an Affiliate of Purchaser designated by Purchaser to take title to the Employee’s beneficiary, estate or other legal representativeOne Wilshire Property and the interests of Service Provider in the Service Provider Agreements will be assigned to a different Affiliate of Purchaser designated by Purchaser.

Assignment; Binding Effect. This Neither this Agreement nor any respective right or obligation arising out of it shall be assigned, sublicensed and/or transferred (each, a “Transfer”) by Licensee, or to or by any third party under any circumstances, including, but not limited to, by court order, operation of law, statute, regulation, ordinance, or otherwise, without Xxxxxxx’s prior express written consent, which consent may be granted or withheld in Xxxxxxx’s sole and absolute discretion. For the purposes of this Agreement, a Transfer shall be deemed to have occurred if fifty percent (50%) or more of the ownership interests (which means shares if Licensee is a corporation, or general partnership interests if Licensee is a partnership or membership interests if Licensee is a limited liability company) of Licensee are sold or otherwise transferred (in a single transaction or in a series of transactions) to any person or entity who does not hold an ownership interest of at least twenty percent (20%) as of the Effective Date. Any attempt to Transfer this Agreement by Licensee shall be null and void and shall, at Xxxxxxx’s sole option, be a basis for this Agreement’s immediate termination. Approval of one Transfer shall not be deemed an approval of any other Transfer. Each approved Transfer will inure to Xxxxxxx’s benefit, but not release Licensee from liability for performance of its obligations hereunder, absent Xxxxxxx’s express written agreement. Verdure has the right to assign, sublicense and/or transfer its rights and obligations under this Agreement, subject to the Licensee’s prior written consent, which will not be unreasonably withheld. Notwithstanding the above, this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement Parties and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not 10996058 v4 survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties Parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and -------------------------- inure to the benefit of the parties to this Agreement and their respective -------------------------------------------------------------------------------- Page 18 -------------------------------------------------------------------------------- successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1115. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1113. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned, in whole or in part, by any party (whether by operation of law or otherwise) without the prior written consent of the other parties hereto (it being understood that the Sellers' Representative may consent on behalf of all Sellers); any attempted assignment in violation of this Section 12.4 shall be binding void; PROVIDED, HOWEVER, that upon the consummation of a Change in Control that does not involve a transfer or sale of equity interests in the Buyer, the Buyer shall cause any acquiror, buyer or surviving entity to assume its obligations hereunder (including pursuant to Section 2.4) and inure pursuant to any documents executed and delivered in connection therewith and the benefit Buyer may assign, without the consent of any other party hereto, the rights of the parties Buyer hereunder; PROVIDED, FURTHER, HOWEVER, that (a) the Buyer may assign any of its rights, benefits or obligations hereunder to this Agreement and their respective successors, heirs (in the case an Affiliate of the EmployeeBuyer provided that no such assignment shall relieve the Buyer of its obligations hereunder and (b) the Buyer and permitted assigns. No rights or the Sellers acknowledge and agree that the rights, benefits and obligations of the Company under this Agreement may be assigned or transferred by to the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets existing lenders of the Company or its Subsidiaries. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and such assignee or transferee expressly assumes be enforceable by the liabilitiesparties and their respective successors and assigns (including, obligations and duties in the case of the CompanyBuyer, as contained any Person into which the Buyer's Equityholders contribute or otherwise transfer their equity interests, whether pursuant to Section 351 of the Code or otherwise). Nothing in this Agreement, either contractually expressed or as a matter implied, is intended to confer on any Person, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of lawthis Agreement. The Notwithstanding anything to the contrary in this Section 12.4, each of Buyer and the Company further agrees that(after Closing) may, in the event of a sale or transfer of assets as described in the preceding sentencetheir respective sole discretion, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No assign their respective rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativetheir respective financing institutions.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement Parties hereto and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No ; provided, however, that no Party hereto may assign its respective rights or delegate its respective obligations of the Company under this Agreement without the express prior written consent of the other Party or Parties hereto; provided, further, that either Party may be assigned assign any of its rights and delegate or transferred by subcontract any of its duties and obligations under this Agreement to any of its Affiliates without the Company except approval of the other Party (such assignment, delegation or subcontracting to an Affiliate shall not relieve such Party of its responsibilities and liabilities hereunder and such Party shall remain liable to the other Party for the conduct and performance of its Affiliate), and, provided, further, that such Customer may assign any of its rights and delegate or subcontract any of its duties and obligations may be assigned or transferred in connection hereunder with respect to any Product, without the sale or transfer approval of Manufacturer, to a third party that acquires all or substantially all of the assets Customer’s rights to such Product (subject to Manufacturer’s reasonable approval or Customer’s guarantee of the Companycreditworthiness of such third party), provided and, provided, further, that Pfizer may assign any of its rights and delegate or subcontract any of its duties and obligations hereunder in connection with the assignee sale, transfer or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation other disposition of any such transaction that Facility or related assets to a third party. Any subcontracting consented to by Customer shall not relieve Manufacturer of its responsibilities and liabilities hereunder and Manufacturer shall remain liable to Customer for the assignee or transferee expressly assumes the liabilities, obligations conduct and duties performance of the Company each permitted subcontractor hereunder. No Except for the indemnification rights or obligations of the Employee under this Agreement may be assigned of any Manufacturer Indemnitee or transferred by Customer Indemnitee in their respective capacities as such (a) the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation provisions of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following are solely for the death benefit of the Employee shall be payable Parties and are not intended to confer upon any Person (including employees of the Employee’s spouse, Parties hereto) except the Parties any rights or if such spouse remedies hereunder and (b) there are no third party beneficiaries of this Agreement and this Agreement shall not survive the Employee, to the Employee’s estate. In the event provide any third person (including employees of the Employee’s death or a judicial determination Parties hereto) with any remedy, claim, liability, reimbursement, claim of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate action or other legal representativeright in excess of those existing without reference to this Agreement.

Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the EmployeeExecutive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee Executive under this Agreement may be assigned or transferred by the Employee Executive other than the EmployeeExecutive’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1114. The Employee Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the EmployeeExecutive’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee Executive shall be payable to the EmployeeExecutive’s spouse, or if such spouse shall not survive the EmployeeExecutive, to the EmployeeExecutive’s estate. In the event of the EmployeeExecutive’s death or a judicial determination of his the Executive’s incompetence, reference in this Agreement to the Employee Executive shall be deemed, where appropriate, to refer to the EmployeeExecutive’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Neither this Agreement nor any right, interest or obligation hereunder may be assigned (by operation of law or otherwise) by Seller without the prior written consent of Purchaser and any attempt to do so will be void. If Purchaser is assigning this Agreement to a Person owning assets having a fair market value at such time at more than $25 million, then Purchaser may assign this Agreement upon written notice to the Seller, provided that Purchaser’s assignee assumes (in writing) the then-outstanding obligations owing hereunder to Seller. Seller hereby consents to any such assignment that includes such an assumption, and acknowledges and agrees that such an assumption shall be deemed to effect a novation and a release of Purchaser with respect to the obligations so assumed by Purchaser’s assignee. If Purchaser is assigning this Agreement to a Person owning assets having a fair market value at such time at $25 million or less (a “Covered Assignee”), then Purchaser may assign this Agreement to such Covered Assignee upon written notice to the Seller, provided that the Covered Assignee assumes (in writing) Purchaser’s then-outstanding obligations owing hereunder to Seller. In addition, effective concurrently with such assignment to and assumption by the Covered Assignee, if any, Purchaser hereby guaranties, as a surety and on a contingent basis (i.e., Seller shall first exhaust his remedies against such assignee), the Covered Assignee’s payment of the assumed obligations in favor of Seller. Seller hereby consents to any such assignment that includes such an assumption and guaranty, and acknowledges and agrees that thereafter, Purchaser’s sole remaining obligation under this Agreement shall be pursuant to the guaranty contained in the preceding sentence. Subject to the preceding sentences of this Section 12.9, this Agreement is binding upon and inure upon, inures to the benefit of and is enforceable by the parties to this Agreement hereto and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Agreement shall be binding upon -------------------------- and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee -------------------------------------------------------------------------------- Page 20 -------------------------------------------------------------------------------- expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s 's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 1112. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s 's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s 's spouse, or if such spouse shall not survive the Employee, to the Employee’s 's estate. In the event of the Employee’s 's death or a judicial determination of his the Employee's incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s 's beneficiary, estate or other legal representative.

Assignment; Binding Effect. This Except as contemplated by the Restructuring Transactions, this Agreement may not be assigned by a Party by operation of Law or otherwise without the express written consent of the other Party, and any attempt to assign this Agreement without such consent shall be void and of no effect. Notwithstanding the foregoing, (a) Purchaser may assign this Agreement or its rights and obligations under this Agreement, in whole or in part, to one or more Affiliates or one or more of its designees or co-investors (including the right to acquire and receive any portion or all of the Company Shares directly from Seller at Closing, as directed by Purchaser); provided, however, that no such assignment shall relieve Purchaser of any of its obligations hereunder, and (b) Purchaser or any such Affiliate or designee or co-investor may collaterally assign its rights hereunder to its financing sources and lenders. Notwithstanding the foregoing, if such an assignment occurs, Purchaser shall notify Seller in writing thereof and Seller acknowledges and agrees that Purchaser shall have the sole right to exercise any and all rights of any such assignee under or in connection with this Agreement, including, without limitation, (i) any consent to any amendment, supplement or modification of this Agreement, (ii) the granting of any waivers or consents, (iii) the determination of whether all of the conditions precedent to the obligations of Purchaser to consummate the transactions contemplated by this Agreement have been satisfied (or whether any unsatisfied condition precedent shall be waived such that Purchaser shall be obligated to consummate the transactions contemplated by this Agreement) and (iv) whether to terminate this Agreement in any circumstance in which Purchaser is entitled to terminate this Agreement pursuant to its terms. In addition, notwithstanding the foregoing, Seller may conclusively rely upon, without independent verification or investigation, all decisions made by and all actions taken or omitted to be taken by Purchaser on behalf of any assignee pursuant to or under this Agreement, whether or not Purchaser assigns any of its rights or obligations hereunder to one or more of its Affiliates or designees or co-investors. Subject to the preceding sentences, . 82 this Agreement shall be binding upon upon, and shall inure to the benefit of of, the parties to this Agreement Parties and their respective successorssuccessors and assigns (including, heirs (in for the case avoidance of doubt, successor(s) or assign(s) of Seller as a result of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representativeRestructuring Transactions).

Assignment; Binding Effect. This Neither this Agreement nor any respective right or obligation arising out of it shall be assigned, sublicensed and/or transferred (each, a “Transfer”) by Licensee, or to or by any third party under any circumstances, including, but not limited to, by court order, operation of law, statute, regulation, ordinance, or otherwise, without Verdure’s prior express written consent, which consent may be granted or withheld in Verdure’s sole and absolute discretion. For the purposes of this Agreement, a Transfer shall be deemed to have occurred if fifty percent (50%) or more of the ownership interests (which means shares if Licensee is a corporation, or general partnership interests if Licensee is a partnership or membership interests if Licensee is a limited liability company) of Licensee are sold or otherwise transferred (in a single transaction or in a series of transactions) to any person or entity who does not hold an ownership interest of at least twenty percent (20%) as of the Effective Date. Any attempt to Transfer this Agreement by Licensee shall be null and void and shall, at Verdure’s sole option, be a basis for this Agreement’s immediate termination. Approval of one Transfer shall not be deemed an approval of any other Transfer. Each approved Transfer will inure to Verdure’s benefit, but not release Licensee from liability for performance of its obligations hereunder, absent Verdure’s express written agreement. Verdure has the right to assign, sublicense and/or transfer its rights and obligations under this Agreement, subject to the Licensee’s prior written consent, which will not be unreasonably withheld. Notwithstanding the above, this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement Parties and their respective successors, heirs (in the case of the Employee) successors and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 11. The Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Employee’s death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Employee shall be payable to the Employee’s spouse, or if such spouse shall not survive the Employee, to the Employee’s estate. In the event of the Employee’s death or a judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary, estate or other legal representative.