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

Assignment; Successors and Assigns; No Third Party Beneficiaries. Neither this Agreement nor the rights or obligations hereunder shall be assignable by either Party, by operation of law or otherwise, without the prior written consent of the other Party, and any purported assignment or delegation in violation of this paragraph shall be null and void; provided, however, that (a) either Party may, without the consent of any other Party, assign any or all of its rights and interests, and delegate any or all of its obligations, to an Affiliate, provided that no such assignment or delegation shall relieve the assigning or delegating Party of its obligation to ensure performance by such Affiliate of its delegated obligations, (b) nothing in this Section 10.16 will restrict Provider from subcontracting the provision of Services to an Affiliate or to any third parties to the extent such third parties are used to provide such Services or similar services to other businesses of Provider and its Affiliates, and (c) a Party may assign its applicable rights, obligations and interests to a third party hereunder in conjunction with (i) the change in control of such Party, (ii) the sale of all or substantially all of the assets of such Party, or (iii) the sale or divestiture of any of the product lines, operating units, subsidiaries or business divisions of such Party, provided that (x) such assigning Party shall remain responsible for all liability of such Party accrued hereunder as of the date of such assignment, (y) the assignee agrees in writing to assume all applicable obligations of the assigning Party accruing hereunder after such assignment (whereupon the assigning Party will be relieved of all liability and obligations hereunder to the extent accruing after such assignment), and (z) as of the date of such assignment, such assignee has commercially reasonably financial wherewithal to assume all applicable obligations. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies or liabilities hereunder upon any person other than the Parties and their respective successors and permitted assigns.

Assignment; Successors and Assigns; No Third Party Beneficiaries. Neither this Agreement nor any of the rights rights, interests or obligations hereunder shall be assignable assigned or delegated by either Party, any Party (whether by operation of law or otherwise, ) without the prior written consent of the other Party. Notwithstanding the immediately preceding sentence, and any purported assignment or delegation in violation of this paragraph shall be null and void; provided, however, that (a) either Party may, without the consent of any other Party’s prior written consent, assign or delegate this Agreement or any of its rights, interests or all obligations hereunder, in whole or in part, to an Affiliate and (b) either Party may, without the other Party’s prior written consent, assign or delegate this Agreement or any of its rights and interestsor obligations hereunder, and delegate any in whole or all of its obligationsin part, to an Affiliatea Third Party that acquires, provided that no such assignment by or delegation shall relieve the assigning or delegating Party of its obligation to ensure performance by such Affiliate of its delegated obligationsotherwise in connection with any merger, (b) nothing in this Section 10.16 will restrict Provider from subcontracting the provision of Services to an Affiliate or to any third parties to the extent such third parties are used to provide such Services or similar services to other businesses of Provider and its Affiliates, and (c) a Party may assign its applicable rights, obligations and interests to a third party hereunder in conjunction with (i) the change in control of such Party, (ii) the sale of assets or otherwise, all or substantially all of the assets business of such Party, or (iii) Party to which the sale or divestiture subject matter of any of the product lines, operating units, subsidiaries or business divisions of such Party, provided this Agreement relates; except that (x) such assigning Party shall remain responsible for in the case of an acquisition of less than all liability of such Party accrued hereunder as or substantially all of the date entire business of Seller, neither Seller nor any of its Affiliates may assign the Internal Research License to any Third Party and, upon any such assignmentassignment of this Agreement in the case of an acquisition of less than all or substantially all of the entire business of Seller, the Internal Research License shall immediately terminate, (y) the any Third Party assignee agrees of Seller’s rights under this Agreement must agree in writing to assume all applicable of Seller’s obligations of the assigning Party accruing hereunder after such assignment (whereupon the assigning Party will be relieved of all liability and under this Agreement, including Seller’s obligations hereunder to the extent accruing after such assignment)under Section 2.3, and (z) as the assigning Party shall not be relieved of any of its obligations under this Agreement. All of the date of such assignment, such assignee has commercially reasonably financial wherewithal to assume all applicable obligations. Subject to the foregoing, covenants and agreements in this Agreement shall be binding upon the Parties and their respective successors and permitted assigns and shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies or liabilities hereunder upon any person other than enforceable by the Parties and their respective successors and permitted assigns. Any purported assignment in violation of this Section 6.2 will be null and void ab initio. Other than in respect of Section 6.12, there are no express or implied Third Party beneficiaries hereunder.

Assignment; Successors and Assigns; No Third Party Beneficiaries. Neither (a) Except as otherwise permitted pursuant to this Agreement nor the Registration Rights Agreement, and other than assignments in connection with a distribution pursuant to Section 2.16, no Party may assign such Party’s rights and obligations under this Registration Rights Agreement, in whole or obligations hereunder shall be assignable by either Party, by operation of law or otherwisein part, without the prior written consent of the PubCo. Any such assignee may not again assign those rights, other Party, and any purported than in accordance with this Article III. Any attempted assignment of rights or delegation obligations in violation of this paragraph Article III shall be null and void; provided, however, that (a) either Party may, without the consent of any other Party, assign any or all of its rights and interests, and delegate any or all of its obligations, to an Affiliate, provided that no such assignment or delegation shall relieve the assigning or delegating Party of its obligation to ensure performance by such Affiliate of its delegated obligations, . (b) nothing Notwithstanding anything to the contrary contained in this Registration Rights Agreement (other than the succeeding sentence of this Section 10.16 will restrict Provider from subcontracting 3.1(b)), prior to the provision expiration of Services the Lock-Up Period applicable to such Holder, no Holder may Transfer such Holder’s rights or obligations under this Registration Rights Agreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part, except as expressly permitted under the Lock-up Agreement. Any Transferee of Registrable Securities (other than pursuant to an Affiliate effective Registration Statement or a Rule 144 transaction) pursuant to any third parties this Section 3.1(b) shall be required, at the time of and as a condition to such Transfer, to become a party to this Registration Rights Agreement by executing and delivering a joinder in the extent form attached to this Registration Rights Agreement as Exhibit A (a “Joinder”), whereupon such third parties are used to provide such Services or similar services to other businesses Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of Provider this Registration Rights Agreement. No Transfer of Registrable Securities by a Holder shall be registered on PubCo’s books and its Affiliatesrecords, and such Transfer of Registrable Securities shall be null and void and not otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this Registration Rights Agreement, and PubCo is hereby authorized by all of the Holders to enter appropriate stop transfer notations on its transfer records to give effect to this Registration Rights Agreement. (c) a Party may assign its applicable rights, obligations and interests to a third party hereunder in conjunction with (i) the change in control of such Party, (ii) the sale of all or substantially all All of the assets terms and provisions of such Partythis Registration Rights Agreement shall be binding upon the Parties and their respective successors, or (iii) the sale or divestiture of any of the product linesassigns, operating unitsheirs and representatives, subsidiaries or business divisions of such Party, provided that (x) such assigning Party shall remain responsible for all liability of such Party accrued hereunder as of the date of such assignment, (y) the assignee agrees in writing to assume all applicable obligations of the assigning Party accruing hereunder after such assignment (whereupon the assigning Party will be relieved of all liability and obligations hereunder to the extent accruing after such assignment), and (z) as of the date of such assignment, such assignee has commercially reasonably financial wherewithal to assume all applicable obligations. Subject to the foregoing, this Agreement but shall inure to the benefit of and be binding upon enforceable by the Parties hereto successors, assigns, heirs and their respective successors representatives of any Party only to the extent that they are permitted successors, assigns, heirs and assigns. No provision representatives pursuant to the terms of this Agreement Registration Rights Agreement. (d) Nothing in this Registration Rights Agreement, express or implied, is intended to confer any rights, benefits, remedies or liabilities hereunder upon any person Party, other than the Parties and their respective successors permitted successors, assigns, heirs and permitted assigns.representatives, any rights or remedies under this Registration Rights Agreement or otherwise create any third party beneficiary hereto. 3.2