Common use of Assignment; Third Parties Clause in Contracts

Assignment; Third Parties. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto, whether by operation of law or otherwise; provided, however, that (a) upon notice to ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent and without releasing Acquiror from any of its obligations or liabilities hereunder, Acquiror may assign or delegate any or all of its rights or obligations under this Agreement to any Affiliate of Acquiror or any Person with or into which Acquiror or any parent company of Acquiror merges or consolidates, and (b) nothing in this Agreement shall limit Acquiror's ability to make a collateral assignment of its rights under this Agreement to any institutional lender that provides funds to Acquiror or Acquiror's designee without the consent of ▇▇▇▇▇▇▇▇, the Seller Representative or the Escrow Agent. ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall execute an acknowledgment of such assignment(s) and collateral assignments in such forms as Acquiror or its institutional lenders may from time to time reasonably request; PROVIDED, HOWEVER, that unless written notice is given to ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent that any such collateral assignment has been foreclosed upon, ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall be entitled to deal exclusively with Acquiror as to any matters arising under this Agreement or any of the other agreements or instructions delivered pursuant hereto. In the event of such an assignment, the provisions of this Agreement shall inure to the benefit of and be binding on Acquiror's assigns.

Assignment; Third Parties. Neither Party shall assign any rights or obligations under this Agreement nor any to Third Parties without the prior written consent of other Party. Notwithstanding the rightsforegoing, interests, or obligations hereunder shall be assigned by any of the parties hereto, whether by operation of law or otherwise; provided, however, that (a) upon notice to ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent and without releasing Acquiror from any of its obligations or liabilities hereunder, Acquiror Abbott may assign this Agreement or delegate any or all of its rights or obligations under this Agreement to any one or more of its Affiliates (provided that Abbott guarantees the performance of such assigned rights or obligations by the Affiliate of Acquiror or any Person with or into which Acquiror or any parent company of Acquiror merges or consolidatesand such Affiliate shall become a party to this Agreement) without NaPro's prior written consent, and (b) nothing Abbott may engage a Third Party to assist Abbott in marketing, sales and distribution activities for the Finished Product, provided that Abbott continues to market and sell the Finished Product as well, (c) Abbott may perform any one or more of its obligations (other than marketing, sales and distribution activities, which is addressed in Subsection (b)) set forth in this Agreement shall limit Acquirorby appointing Third Parties to perform some or all of Abbott's ability to make a collateral assignment of its rights under this Agreement to any institutional lender obligations hereunder on Abbott's behalf and in Abbott's nam▇, ▇▇▇▇▇ded that provides funds to Acquiror or Acquiror's designee without the consent of NaPro has given A▇▇▇▇▇ ▇▇s prior written ▇▇▇▇▇▇▇▇▇ to each such appointment, the Seller Representative which consent shall not be unreasonably withheld or the Escrow Agent. ▇▇▇▇▇▇▇▇delayed, the Seller Representative (d) either Party may assign this Agreement and the Escrow Agent shall execute an acknowledgment all of such assignment(s) its rights and collateral assignments in such forms as Acquiror or its institutional lenders may from time to time reasonably request; PROVIDED, HOWEVER, that unless written notice is given to ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent that any such collateral assignment has been foreclosed upon, ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall be entitled to deal exclusively with Acquiror as to any matters arising obligations under this Agreement to any successor (whether by merger, sale of assets, or any otherwise) to all of the other agreements respective Party's business related to this Agreement, and (e) subject to approval of the Development Committee, NaPro may engage one or instructions delivered pursuant hereto. In the event of such an assignment, the provisions of this Agreement shall inure to the benefit of and be binding on Acquiror's assigns.more

Assignment; Third Parties. Neither (a) The provisions of this Agreement nor any shall be binding upon and inure to the benefit of the rightsparties hereto and their respective successors and permitted assigns. (b) Except as set forth in the following sentence, intereststhis Agreement may not be transferred or assigned by Wefunder or Escrow Agent without the express prior written consent of the other parties. Any corporation, association, or obligations hereunder shall other entity into which Escrow Agent may be assigned by converted or merged, or with which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its business, or any corporation, association or other entity resulting from any such merger, conversion, consolidation, sale or other transfer, shall, ipso facto, be and become successor Escrow Agent hereunder, vested with all of the powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, whether by operation of law or otherwiseanything herein to the contrary notwithstanding; provided, however, provided that (a) upon notice to ▇▇▇▇▇▇▇▇, the Seller Representative and the any successor Escrow Agent and without releasing Acquiror shall promptly notify Wefunder in writing upon its appointment hereunder. (c) Wefunder may engage third parties to perform its obligations under this Agreement where expressly permitted in this Agreement, provided that no such engagement of third parties shall relieve Wefunder from any of its obligations under this Agreement. Any breach of this Agreement by the actions or liabilities hereunderomissions of such third parties shall be deemed the actions of Wefunder under this Agreement, Acquiror may assign or delegate any or all of its rights or and Wefunder’s obligations under this Agreement to any Affiliate of Acquiror or any Person with or into which Acquiror or any parent company of Acquiror merges or consolidates, and (b) nothing in this Agreement shall limit Acquiror's ability to make a collateral assignment of its rights under this Agreement to any institutional lender that provides funds to Acquiror or Acquiror's designee without the consent of ▇▇▇▇▇▇▇▇, the Seller Representative or the Escrow Agent. ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall execute an acknowledgment of such assignment(s) and collateral assignments in such forms as Acquiror or its institutional lenders may from time to time reasonably request; PROVIDED, HOWEVER, that unless written notice is given to ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent that any such collateral assignment has been foreclosed upon, ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall be entitled to deal exclusively with Acquiror as to any matters arising under this Agreement or any of the other agreements or instructions delivered pursuant hereto. In the event of such an assignment, the provisions Section 11 of this Agreement shall inure apply to the benefit of such third party actions and be binding omissions. Third parties engaged by Wefunder are set forth on Acquiror's assigns.Exhibit B

Assignment; Third Parties. Neither (a) The provisions of this Agreement nor any shall be binding upon and inure to the benefit of the rightsparties hereto and their respective successors and permitted assigns. (b) Except as set forth in the following sentence, intereststhis Agreement may not be transferred or assigned by Wefunder or Escrow Agent without the express prior written consent of the other parties. Any limited liability company, association, or obligations hereunder shall other entity into which Escrow Agent may be assigned by converted or merged, or with which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its business, or any limited liability company, association or other entity resulting from any such merger, conversion, consolidation, sale or other transfer, shall, ipso facto, be and become successor Escrow Agent hereunder, vested with all of the powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, whether by operation of law or otherwiseanything herein to the contrary notwithstanding; provided, however, provided that (a) upon notice to ▇▇▇▇▇▇▇▇, the Seller Representative and the any successor Escrow Agent and without releasing Acquiror shall promptly notify Wefunder in writing upon its appointment hereunder. (c) Wefunder may engage third parties to perform its obligations under this Agreement where expressly permitted in this Agreement, provided that no such engagement of third parties shall relieve Wefunder from any of its obligations under this Agreement. Any breach of this Agreement by the actions or liabilities hereunderomissions of such third parties shall be deemed the actions of Wefunder under this Agreement, Acquiror may assign or delegate any or all of its rights or and Wefunder’s obligations under this Agreement to any Affiliate of Acquiror or any Person with or into which Acquiror or any parent company of Acquiror merges or consolidates, and (b) nothing in this Agreement shall limit Acquiror's ability to make a collateral assignment of its rights under this Agreement to any institutional lender that provides funds to Acquiror or Acquiror's designee without the consent of ▇▇▇▇▇▇▇▇, the Seller Representative or the Escrow Agent. ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall execute an acknowledgment of such assignment(s) and collateral assignments in such forms as Acquiror or its institutional lenders may from time to time reasonably request; PROVIDED, HOWEVER, that unless written notice is given to ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent that any such collateral assignment has been foreclosed upon, ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall be entitled to deal exclusively with Acquiror as to any matters arising under this Agreement or any of the other agreements or instructions delivered pursuant hereto. In the event of such an assignment, the provisions Section 11 of this Agreement shall inure apply to the benefit of such third party actions and be binding omissions. Third parties engaged by Wefunder are set forth on Acquiror's assigns.Exhibit B.