Common use of Binding Effect, Assignment and Beneficiaries Clause in Contracts

Binding Effect, Assignment and Beneficiaries. (a) This Agreement binds and benefits the parties and their respective successors and assignees, except that the Purchaser will not assign any of its rights under this Agreement prior to the Initial Closing without the prior written consent of the Seller; provided that, without such consent, the Purchaser may transfer or assign its rights under this Agreement, in whole or in part from time to time, to the Financing Sources and any other financing sources for collateral security purposes, but no such transfer or assignment of any of its rights under this Agreement will relieve the Purchaser of its obligations hereunder. In addition, no party may delegate any performance of its obligations under this Agreement, except that the Purchaser may at any time assign, delegate or transfer in whole or in part the performance of its obligations (other than the obligation to pay the Purchase Price) to any Affiliate of the Purchaser so long as the Purchaser (i) remains fully responsible for the performance of the delegated obligations by executing such documents or instruments as the Seller may reasonably request and (ii) such Affiliate executes a written agreement of assumption of such obligations in a form reasonably acceptable to the Seller. (b) Notwithstanding the foregoing, following the Initial Closing, the Seller may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to one or more Persons, the majority of the capital stock or equity interest of which are owned, directly or indirectly, by the Seller or any Affiliate thereof so long as the Seller (i) remains fully responsible for the performance of the delegated obligations by executing such documents or instruments as the Purchaser may reasonably request and (ii) such assignee executes a written agreement of assumption of such obligations in a form reasonably acceptable to the Purchaser; in which event all the rights and powers of the Seller and the remedies available to it under this Agreement shall extend to and be enforceable by each such assignee. In the event of any such assignment and delegation referred to above, the term “Seller” as used in this Agreement shall be deemed to refer to each such assignee of the Seller where appropriate, and shall be deemed to include both the Seller and each such assignee where appropriate. (c) Nothing in this Agreement, express or implied, other than the rights of Indemnified Parties pursuant to Article 8 and Affiliate Indemnified Parties pursuant to Section 10.4, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (d) Notwithstanding the foregoing, each Financing Source shall be an express third-party beneficiary of and shall be entitled to rely upon and enforce Sections 11.1(a), the last sentence of 11.1(c), 11.1(d), 11.1(e), and 11.7 and this Section 11.2(d). In addition, (i) the Seller agrees, on behalf of itself, its Affiliates and their respective directors, officers, managers, members, stockholders, partners, employees, agents, Representatives, successors and permitted assigns (collectively, the “Seller Related Parties”) that the Financing Source Related Parties shall be subject to no liability or claims (whether legal or equitable, arising under contract, tort or otherwise) by the Seller or such Seller Related Parties arising out of or relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transactions or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing, (ii) waives any rights or claims of any kind or nature (whether legal or equitable, arising under contract, tort or otherwise) the Seller or any Seller Related Party may have against any Financing Source Related Party relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transaction or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing, and (iii) agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source Related Party relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transaction or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing.

Binding Effect, Assignment and Beneficiaries. (a) This Agreement binds and benefits the parties and their respective successors and assignees, except that the Purchaser will not no party shall assign any of its rights under this Agreement prior to the Initial Closing without the prior written consent of the Sellerother parties hereto; provided that, without such consent, the Purchaser may transfer or assign its rights under this Agreement, in whole or in part from time to time, to the Financing Sources and any other financing sources for collateral security purposes, but no such transfer or assignment of this Agreement or of any of its rights under this Agreement pursuant to this Section 11.2(a) will relieve the Purchaser of its obligations hereunder. In addition, no party may delegate any performance of its obligations under this Agreement, except that the Purchaser may at any time assign, delegate or transfer in whole or in part this Agreement or the performance of its obligations (other than the obligation to pay the Purchase Price) to any Affiliate of the Purchaser so long as the Purchaser (i) remains fully responsible for the performance of the delegated obligations by executing such documents or instruments as the Seller Sellers may reasonably request and (ii) such Affiliate executes a written agreement of assumption of such obligations in a form reasonably acceptable to the SellerSellers. (b) Notwithstanding the foregoing, following the Initial Closing, the each Seller may assign or delegate all or part of its rights under this Agreement and delegate all or part of its obligations obligations, as applicable, under this Agreement to one or more Persons, the majority of the capital stock or equity interest of which are owned, directly or indirectly, by the Seller or any Affiliate thereof of Sellers so long as the such Seller (i) remains fully responsible for the performance of the delegated obligations by executing such documents or instruments as the Purchaser may reasonably request and (ii) such assignee executes a written agreement of assumption of such obligations in a form reasonably acceptable to the Purchaser; in which event all the rights and powers of the such Seller and the remedies available to it under this Agreement shall extend to and be enforceable by each such assignee. In the event of any such assignment and delegation referred to above, the term “Seller” as used in this Agreement shall be deemed to refer to each such assignee of the such Seller where appropriate, and shall be deemed to include both the such Seller and each such assignee where appropriate. (c) Nothing in this Agreement, express or implied, other than the rights of Indemnified Parties pursuant to Article 8 and Affiliate Indemnified Parties pursuant to Section 10.4, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (d) Notwithstanding the foregoing, each Financing Source shall be an express third-party beneficiary of and shall be entitled to rely upon and enforce Sections Section 7.3(d), Section 11.1(a), the last sentence of Section 11.1(c), Sections 11.1(d), 11.1(e), and 11.7 11.7, the last sentence of Section 11.12, and this Section 11.2(d). In addition, (i) the each Seller agrees, on behalf of itself, its Affiliates and their respective directors, officers, managers, members, stockholders, partners, employees, agents, Representatives, successors and permitted assigns (collectively, the “Seller Related Parties”) that ), that, without limiting the Financing Sources’ obligations under the Debt Commitment Letter, the Financing Source Related Parties shall be subject to no liability or claims (whether legal or equitable, arising under contract, tort or otherwise) by the such Seller or such Seller Related Parties arising out of or relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transactions or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing, (ii) waives any rights or claims of any kind or nature (whether legal or equitable, arising under contract, tort or otherwise) the Seller or any Seller Related Party may have against any Financing Source Related Party relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transaction or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing, and (iii) agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source Related Party relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transaction or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing.

Binding Effect, Assignment and Beneficiaries. (a) This Agreement binds and benefits the parties and their respective successors and assignees, except that the Purchaser will not assign any of its rights under this Agreement prior to the Initial Closing without the prior written consent of the Seller; provided that, without such consent, the Purchaser may transfer or assign its rights under this Agreementassign, in whole or in part from time to time, to the Financing Sources and any other financing sources for collateral security purposes, but no such transfer or assignment of any of its rights under this Agreement will relieve the Purchaser of its obligations hereunder. In addition, no party may delegate any performance of its obligations under this Agreement, except that the Purchaser may at any time assign, delegate or transfer in whole or in part the performance of its obligations (other than the obligation to pay the Purchase Price) to any Affiliate of the Purchaser so long as the Purchaser (i) remains fully responsible for the performance of the delegated obligations by executing such documents or instruments as the Seller may reasonably request and (ii) such Affiliate executes a written agreement of assumption of such obligations in a form reasonably acceptable to the Seller. (b) Notwithstanding the foregoing, following the Initial Closing, the Seller may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to one or more Persons, the majority of the capital stock or equity interest of which are owned, directly or indirectly, by the Seller or any Affiliate thereof so long as the Seller (i) remains fully responsible for the performance of the delegated obligations by executing such documents or instruments as the Purchaser may reasonably request and (ii) such assignee executes a written agreement of assumption of such obligations in a form reasonably acceptable to the Purchaser; in which event all the rights and powers of the Seller and the remedies available to it under this Agreement shall extend to and be enforceable by each such assignee. In the event of any such assignment and delegation referred to above, the term “Seller” as used in this Agreement shall be deemed to refer to each such assignee of the Seller where appropriate, and shall be deemed to include both the Seller and each such assignee where appropriate. (c) Nothing Subject to Section 11.2(a), nothing in this Agreement, express or implied, other than the rights of Indemnified Parties pursuant to Article 8 and Affiliate Indemnified Parties pursuant to Section 10.4, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (d) Without limiting the generality of the foregoing, nothing in this Agreement, whether express or implied, shall: (i) confer third-party beneficiary rights upon any Transferred Employee; (ii) be construed as giving to any Transferred Employee any legal or equitable right against the Seller or the Purchaser or their Affiliates; (iii) constitute a contract of employment or give any Transferred Employee a right to be retained in the employ of either the Seller or the Purchaser or any of their Affiliates or a right to any particular terms or conditions of such employment, unless the Transferred Employee would otherwise have that right under applicable Law; (iv) be interpreted to prevent or restrict the Purchaser or any of its Affiliates from modifying or terminating the employment or terms of employment of any Transferred Employee, including the amendment or termination of any benefit or compensation plan, program, policy, agreement or arrangement, after any applicable Closing Date; (v) limit the ability of the Purchaser or any of its Affiliates (including, following any applicable Closing Date, the Acquired Companies) to terminate the employment of any employee (including any MASTER ACQUISITION AGREEMENT Transferred Employee) or the engagement of any Contractor (as defined in the Employee Matters Agreement) at any time and for any or no reason; or (vi) be treated as an amendment or other modification of any Employee Benefit Plan or other compensation or benefit plan, program, policy, agreement or arrangement. (e) Notwithstanding the foregoing, each Financing Source shall be an express third-third party beneficiary of and shall be entitled to rely upon and enforce Sections 11.1(a), the last sentence of 11.1(c), 11.1(d), 11.1(e), 11.7 and 11.7 11.13 and this Section 11.2(d11.2(e). In addition, (i) the Seller agrees, on behalf of itself, its Affiliates and their respective directors, officers, managers, members, stockholders, partners, employees, agents, Representatives, successors and permitted assigns (collectively, the “Seller Related Parties”) that the Financing Source Related Parties shall be subject to no liability or claims (whether legal or equitable, arising under contract, tort or otherwise) by the Seller or such the Seller Related Parties arising out of or relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transactions or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing, (ii) waives any rights or claims of any kind or nature (whether legal or equitable, arising under contract, tort or otherwise) the Seller or any Seller Related Party may have against any Financing Source Related Party relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transaction or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing, and (iii) agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source Related Party relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transaction or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing.