Common use of Assignment; Successors in Interest Clause in Contracts

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser. Notwithstanding the foregoing, no assignment of this Agreement or any rights or obligations hereunder by Purchaser to any of its Affiliates, shall relieve the Purchaser of its obligations hereunder or under the Earnout Agreement if the assignee fails to purchase the Shares or fails to timely pay any amounts due to the Sellers or Seller Indemnified Parties under this Agreement or the Earnout Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Assignment; Successors in Interest. No assignment This Agreement may not be assigned by operation of Law or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with otherwise without the prior express written consent of the other PartiesSellers and the Purchaser (which consent may be granted or withheld in the sole discretion of the Sellers or the Purchaser), as the case may be; provided provided, however, that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to may assign this Agreement and any or all or any part of its rights or obligations hereunder (including Purchaser’s rights to one or more Affiliates purchase the Transferred Assets and to seek indemnification hereunder) to any Affiliate of Purchaser without the consent of the Purchaser. Notwithstanding the foregoingSellers, provided that no such assignment of this Agreement or any rights or obligations hereunder by Purchaser to any of its Affiliates, shall relieve the Purchaser of any of its obligations hereunder or under the Earnout Agreement if the assignee fails to purchase the Shares or fails to timely pay any amounts due to hereunder; provided, further, however, that the Sellers or Seller Indemnified Parties may collaterally assign their rights under this Agreement or to Wachovia Bank, National Association, in its capacity as Administrative Agent, to secure their obligations under the Earnout AgreementSenior Credit Facility. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all or any part of its rights (or its obligations hereunder hereunder) to one or more Affiliates of the Purchaser. Notwithstanding , to a successor (or surviving entity to a merger) upon the foregoing, no assignment sale of this Agreement all or any rights or obligations hereunder by Purchaser to any substantially all of its Affiliatesassets or business, or to its lenders under its credit facilities; provided that in no event shall such assignment relieve the Purchaser or the Parent of its either of their obligations hereunder or under the Earnout Agreement if the assignee fails to purchase the Shares or fails to timely pay any amounts due to the Sellers or Seller Indemnified and the Partner Parties under this Agreement or the Earnout Agreementhereunder. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Assignment; Successors in Interest. No assignment This Agreement may not be assigned by operation of Law or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with otherwise without the prior express written consent of the Seller Representative, on the one hand, and Buyer, on the other Partieshand (which consent may be granted or withheld in the sole discretion of the Seller Representative or Buyer), as the case may be; provided provided, however, that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to Buyer may assign this Agreement and any or all or any part of its rights or obligations hereunder (including Buyer’s rights to purchase the applicable portion of the Purchased Equity and to seek indemnification hereunder) to one or more Affiliates of the Purchaser. Notwithstanding the foregoingBuyer, no assignment to any purchaser of this Agreement Buyer or any rights or obligations hereunder by Purchaser to any of its Affiliatesmaterial assets and, for collateral security purposes, to any lender providing financing to Buyer and all extensions, renewals, replacements, refinancings and refundings thereof in whole or in part, in each such case without the consent of the Seller Representative, provided that any such assignment shall relieve the Purchaser not release, diminish, or terminate Guarantor’s obligations in Section 3.7. Any attempted assignment in violation of its obligations hereunder or under the Earnout Agreement if the assignee fails to purchase the Shares or fails to timely pay any amounts due to the Sellers or Seller Indemnified Parties under this Agreement or the Earnout AgreementSection shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Assignment; Successors in Interest. No .. Notwithstanding anything contained in this Agreement to the contrary, no assignment or transfer by any Party of such Party’s 's rights and obligations hereunder shall be made except with the prior written consent Consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent Consent of any other Party, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder hereunder, including the assignment of the Purchaser's right to purchase the Shares and the Conveyed Assets or portions thereof or otherwise consummate the transactions contemplated herein or in the Transfer Documentation, to one or more Affiliates of the Purchaser. Notwithstanding the foregoing, ; provided further that no such assignment of this Agreement or any rights or obligations hereunder by Purchaser to any of its Affiliates, shall relieve the Purchaser shall release the Purchaser from any of its obligations hereunder or under the Earnout Agreement if the substitute any such assignee fails to purchase the Shares or fails to timely pay any amounts due to the Sellers or Seller Indemnified Parties under this Agreement or the Earnout Agreementas a party hereto. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.