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

Assignment; Successors and Assigns; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other Parties, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided, however, that notwithstanding the foregoing, Buyer shall, at any time and without the prior written consent of any other Party, have the right to assign all or a part of its rights and obligations under this Agreement to one or more of its Affiliates and, in the case of its rights under this Agreement, to one or more Financing Sources as collateral security (provided, that no such assignment shall relieve the assigning party of any of its obligations under this Agreement). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, permitted assigns and legal representatives. 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 assigns; provided, however, that (a) the Financing Sources shall be express third party beneficiaries of and have the right to enforce Sections 10.02, 11.02(c), 11.04(c), 11.04(d) and this Section 11.05, (b) the Indemnified Parties shall be express third party beneficiaries of and have the right to enforce Article IX, (c) the D&O Indemnitees shall be express third party beneficiaries of and have the right to enforce Section 5.17, and (d) Holdings shall be an express third party beneficiary of and have the right to enforce Section 10.02(c) and 10.02(d).

Assignment; Successors and Assigns; No Third Party Beneficiaries. Except as otherwise provided herein, this This Agreement may not, without the prior written consent of the other Parties, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided, however, that notwithstanding the foregoing, (a) Buyer shall, at any time and without the prior written consent of any other Party, have the right to may assign all or a part of its rights and obligations under this Agreement to one or more of its Affiliates and, in the case of its rights under this AgreementAgreement and the other Transaction Documents (but not its obligations), in whole or in part, to one or more Financing Sources Affiliates and (b) Sapphire may assign this agreement to any successor thereof in connection with the Post-Completion Merger (as collateral security (provided, that no such assignment shall relieve defined in the assigning party of any of its obligations under this AgreementBCA). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and permitted assigns and legal representativesassigns. 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; provided, however, that that, notwithstanding the foregoing, the past, present and future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors and other Representatives of the Parties, and any Affiliate of any of the foregoing (a) and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section 11.12. In addition, notwithstanding the foregoing, the Financing Sources shall be express third third-party beneficiaries of of, and have the right to enforce Sections 10.02may enforce, 11.02(c)Section 11.02, 11.04(c), 11.04(d) and this Section 11.05, (b) the Indemnified Parties shall be express third party beneficiaries of 11.05 and have the right to enforce Article IX, (c) the D&O Indemnitees shall be express third party beneficiaries of and have the right to enforce Section 5.17, and (d) Holdings shall be an express third party beneficiary of and have the right to enforce Section 10.02(c) and 10.02(d)11.14.

Assignment; Successors and Assigns; No Third Party Beneficiaries. (a) Except as otherwise provided hereinpermitted pursuant to this Stockholders Agreement, no Party may assign, directly or indirectly, such Party’s rights and obligations under this Agreement may notStockholders Agreement, in whole or in part, without the prior written consent of the other Parties; provided, that, each of Seller, the CVC Stockholder, the LGP Stockholders, the Bain Stockholder and the Xxxxxxx Sponsor shall be assigned entitled to assign (solely in connection with a transfer of Common Stock) to any of its Permitted Transferees in connection with a transfer of Common Stock, without such prior written consent, all (but not less than all) of its rights and obligations hereunder; provided, further, that so long as Seller, the CVC Stockholder, the LGP Stockholders, the Bain Stockholder and the Xxxxxxx Sponsor Beneficially Own any Common Stock, the obligations set forth in Section 2.1(a) and Section 2.1(b) shall continue to apply to such Party; provided, further, that any Person (other than a Permitted Transferee) to which Seller, the CVC Stockholder, the LGP Stockholders, the Bain Stockholder or the Xxxxxxx Sponsor transfers such Common Stock shall not be bound by operation of Law the obligations hereunder, including pursuant to Section 2.1 or otherwise, and or otherwise have any rights hereunder. Any attempted assignment of rights or obligations in violation of this Article III shall be null and void; provided, however, that notwithstanding the foregoing, Buyer shall, at any time and without the prior written consent of any other Party, have the right to assign all or a part of its rights and obligations under this Agreement to one or more of its Affiliates and, in the case of its rights under this Agreement, to one or more Financing Sources as collateral security (provided, that no such assignment shall relieve the assigning party of any of its obligations under this Agreement). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, permitted assigns and legal representatives. 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 assigns; provided, however, that (a) the Financing Sources shall be express third party beneficiaries of and have the right to enforce Sections 10.02, 11.02(c), 11.04(c), 11.04(d) and this Section 11.05, (b) the Indemnified Parties shall be express third party beneficiaries of and have the right to enforce Article IX, (c) the D&O Indemnitees shall be express third party beneficiaries of and have the right to enforce Section 5.17, and (d) Holdings shall be an express third party beneficiary of and have the right to enforce Section 10.02(c) and 10.02(d).

Assignment; Successors and Assigns; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other Parties, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided, however, that notwithstanding the foregoing, (1) Buyer shall, at any time and without the prior written consent of any other Party, have the right to may assign all or a part of its rights and obligations under this Agreement to one or more of its Affiliates and, in the case of its rights under this AgreementAgreement and the other Transaction Documents, in whole or in part, to one or more Buyer Designee and (2) Buyer may collaterally assign this Agreement and the other Transaction Documents, in whole or in part, to any Financing Sources as collateral security Source or any other party providing debt financing to Buyer or its Subsidiaries (providedin each case, that unless to do so would restrict or delay the consummation of the transactions contemplated by this Agreement), but no such assignment shall relieve the assigning either party of any of its obligations under this Agreement)hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, permitted assigns and legal representatives. 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 assigns; provided, however, that (a) the Financing Sources shall be express third party beneficiaries of and have the right to enforce Sections 10.02, 11.02(c), 11.04(c), and 11.04(d) and this Section 11.05, (b) the Indemnified Parties shall be express third party beneficiaries of and have the right to enforce Article IX, (c) the D&O Indemnitees shall be express third party beneficiaries of and have the right to enforce Section 5.175.17 from and after the Closing, (d) the ITW Indemnitors shall be express third 116 party beneficiaries of and have the right to enforce Section 5.17(e) from and after the Closing, and (de) Holdings the Guarantor shall be an express third party beneficiary of and have the right to enforce Section 10.02(c) and Section 10.02(d).