Common use of Binding Effect; Assignment Clause in Contracts

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser's rights to one or more purchase the Shares and the Purchaser's rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing Except as expressly set forth herein, nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except Agreement, including any such person or entity asserting rights as provided belowa third party beneficiary with respect to environmental matters. No assignment of this Agreement or of any rights or obligations obligation hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, party (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents consent shall be void; provided, however, that no such consent shall be required of Buyer may to assign any or all of its rights, interests, and obligations hereunder rights under this Agreement to one or more of its AffiliatesDesignees, provided, further, however, but no such assignment by Buyer of its rights or obligations hereunder shall relieve Buyer of any of its obligations hereunderto Seller under this Agreement. No Further, no such consent shall be required of Seller to assign its rights or obligations under this Agreement to one or more Affiliates of Seller, but no such assignment by seller of any its rights or obligations hereunder shall relieve the Parties hereto Seller of any such obligations. Upon any such permitted assignment, the references in this Agreement of its obligations to Buyer shall also apply to any such assignee unless the context otherwise requireshereunder.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective permitted successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights or any other rights of any kind in any person Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, Shareholder (by operation of law or otherwise) without the prior written consent of the other Parties hereto Optionholder and any attempted assignment without the such required consents consent shall be void; provided, however, that Buyer . The Optionholder may assign this Agreement and any or all of its rights, interests, rights and obligations hereunder hereunder, in whole or in part, to one any Affiliate of the Optionholder or more any purchaser of its Affiliatesthe Option, providedwhether direct or indirect, furtherby purchase, howevermerger, no such assignment shall relieve Buyer consolidation, operation of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of law or otherwise (any such obligationsAffiliate or purchaser, a "Successor"). Upon any such permitted assignment, purchase or succession the references in this Agreement to Buyer the Optionholder shall also apply to any such assignee Successor unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided belowAgreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, any Seller or Buyer, on the other hand, Buyer (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, Buyer’s rights to one purchase the Subject Assets) to any Affiliate of Buyer or more of its Affiliates, any Person from which it has borrowed money; provided, further, howeverthat in the event of any such assignment, no such assignment Buyer shall relieve Buyer not be relieved of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersXxxxxxx, on the one hand, or Buyer, on the other hand, (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective heirs, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Selling Members or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including Purchaser’s rights to purchase the Ownership Interest and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, any Person from which it has borrowed money or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsassets relating to the business. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure enure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, (by operation of law or otherwise) any party hereto without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all rights hereunder (including, without limitation, the Purchaser’s rights to purchase the Assets and the Purchaser’s rights to seek indemnification hereunder) to (a) any Affiliate of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment the Purchaser (provided that the Purchaser shall relieve Buyer remain liable for all of its obligations hereunder. No assignment under this Agreement) or (b) after the Closing, to any purchaser or transferee of any obligations hereunder shall relieve of the Parties hereto Assets of any such obligationsthe Vendors. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser or the Vendors shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third third-party beneficiary rights in any person or entity not a party to this Agreement except as provided belowbelow or as otherwise expressly provided herein. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, any party hereto (by operation of law or otherwise) without the prior written consent of the other Parties hereto Buyer and Sellers’ Representative and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign this Agreement and any or all rights or obligations hereunder or thereunder (including Buyer’s rights to purchase and receive the Stock and Buyer’s rights to seek indemnification hereunder) to any Affiliate of Buyer, any Person from which it has borrowed money or any Person to which Buyer or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsStock. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided belowAgreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, any Seller or Buyer, on the other hand, Buyer (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, Buyer's rights to one purchase the Subject Assets) to any Affiliate of Buyer or more of its Affiliates, any Person from which it has borrowed money; provided, further, howeverthat in the event of any such assignment, no such assignment Buyer shall relieve Buyer not be relieved of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided belowAgreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign any or all of its rights, interests, rights and obligations hereunder under this Agreement (including, without limitation, such Purchaser's rights to one purchase the Owned Securities and to seek indemnification hereunder) to any affiliate of Purchaser and may transfer its rights and obligations under this Agreement, upon obtaining consent of Holder (which shall not be unreasonably withheld) to any key employee(s) or more personnel of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchasers shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement Agreement, except as provided belowcontemplated by Section 7.7. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersSeller or Purchaser, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties party hereto (other than an assignment to an Affiliate) and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto assignor of its obligations hereunder, and any such obligationsassignor shall remain jointly and severally liable for its obligations and the obligations of its permitted assignee. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, any party (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, provided that Buyer Seller shall be permitted to assign its rights in whole or in part without Purchaser consent and Purchaser shall execute and deliver to Seller or its assignee such instruments and documents and take such other actions as Seller or such assignee may assign any reasonably request or all of its rights, interests, as may be otherwise reasonably necessary to consummate more fully and obligations hereunder to one or more of its Affiliates, provided, further, however, no effectively such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsassignment. Upon any such permitted assignment, the references in this Agreement to Buyer Seller shall also apply to any such assignee unless the context otherwise requires. No assignment of any obligations hereunder shall relieve the parties hereto of any such obligations.

Binding Effect; Assignment. This Other than as permitted by Section 1.3(b), neither this Agreement shall be binding upon and inure to the benefit nor any of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights rights, interests or obligations hereunder may shall be made assigned by either Sellers, on any of the one hand, or Buyer, on the other hand, parties hereto (whether by operation of law Law or otherwise) without the prior written consent of the other Parties hereto and parties, except that Pinnacle may assign, in its sole discretion, any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any of or all of its rights, interests, interest and obligations hereunder under this Agreement to one any direct or more indirect wholly owned subsidiary of its AffiliatesPinnacle, provided, further, however, but no such assignment shall relieve Buyer Pinnacle of its obligations hereunder. No assignment of any obligations hereunder shall relieve Subject to the Parties hereto of any such obligations. Upon any such permitted assignmentpreceding sentence, the references in this Agreement shall be binding upon and shall inure to Buyer the benefit of the parties hereto and their respective successors and assigns. Pinnacle shall also apply cause any assignee thereof, as applicable, to perform its respective obligations under this Agreement and shall be responsible for any failure of such assignee unless the context otherwise requiresapplicable assignee, as applicable, to comply with any representation, warranty, covenant or other provision required to be performed under this Agreement Any purported assignment in violation of this Agreement is void.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing Except as expressly set forth herein, nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except Agreement, including any such person or entity asserting rights as provided belowa third party beneficiary with respect to environmental matters. No assignment of this Agreement or of any rights or obligations obligation hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, party (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents consent shall be void; provided, however, that no such consent shall be required of Buyer may to assign any or all of its rights, interests, and obligations hereunder rights under this Agreement to one or more of its Affiliatesdesignees, provided, further, however, but no such assignment by Buyer of its rights or obligations hereunder shall relieve Buyer of any of its obligations hereunderto Seller under this Agreement. No Further, no such consent shall be required of Seller to assign its rights or obligations under this Agreement to one or more Affiliates of Seller, but no such assignment by seller of any its rights or obligations hereunder shall relieve the Parties hereto Seller of any such obligations. Upon any such permitted assignment, the references in this Agreement of its obligations to Buyer shall also apply to any such assignee unless the context otherwise requireshereunder.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellersthe Sellers or Purchaser, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of nothing herein shall prevent Purchaser from granting a Lien (for customary collateral purposes) on this Agreement to its rights, interests, and obligations hereunder lenders providing the financing contemplated pursuant to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunderthe Debt Commitment Letter. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement Agreement, except as expressly provided belowotherwise herein. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersBuyer or Parent, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties hereto opposing party (such consent not to be unreasonably withheld), except that Buyer may, without such consent, assign its rights and obligations, in whole or in part, under this Agreement to one or more Designated Purchasers pursuant to Section 1.2, and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party to this Agreement except as provided belowAgreement, other than the Indemnified Parties. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellersany of Sellers or Purchaser, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties party hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, Purchaser's rights to one or more purchase the Purchased Assets) to any Affiliate of its AffiliatesPurchaser, provided, further, however, no such assignment provided that Purchaser shall relieve Buyer not be relieved of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser's rights to one or more purchase the Shares and the Purchaser's rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.. [Remainder of Page Intentionally Left Blank]

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Holdings and Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including Holdings and Purchaser’s rights to one purchase the Interests and Holdings and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Holdings or more of its Affiliates, provided, further, however, no Purchaser (i) as long as such assignment shall does not relieve Buyer Holdings or Purchaser, as the case may be, of any of its obligations hereunder. No assignment hereunder or (ii) in connection with any consolidation or merger of any obligations hereunder shall relieve the Parties hereto of any Holdings or Purchaser with or into another Person, to such obligationsother Person. Upon any such permitted assignment, the references in this Agreement to Buyer Holdings or Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellersthe Company, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the Shares and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, any Person from which it has borrowed money or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsassets relating to the business. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment shall release the assigning party of its obligations and liabilities under this Agreement.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the Purchased Assets and assume the Assumed Liabilities and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, any Person from which it has borrowed money or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsassets relating to the Business. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellersany of the Seller, on the one hand, Companies or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser's rights to one or more purchase the Shares and the Purchaser"s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party Party to this Agreement except an assignee of Purchaser as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law Law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be voidnull and void ab initio; provided, howeverPROVIDED, that Buyer Purchaser may assign any or all this Agreement to a financially sound Affiliate without Seller’s consent if such Affiliate is capable of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunderconsummating the transactions contemplated hereby in a timely manner. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationstheir respective obligations hereunder. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Selling Stockholders or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including Purchaser’s rights to purchase the Shares and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, any Person from which it has borrowed money or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsassets relating to the business. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall will create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Stockholders or Buyer, on the other hand, (by operation of law or otherwise) Parent without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall will be void; provided, however, that Buyer Parent may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder to one any Affiliate of Parent, to any Person to which Parent or more any of its AffiliatesAffiliates proposes to sell all or substantially all of the assets relating to the Company’s business, provided, or by operation of law pursuant to a business combination; provided further, however, that no such assignment shall of rights or obligations will relieve Buyer Parent of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall Parent will also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including Purchaser's rights to purchase the Securities and Purchaser's rights to seek indemnification hereunder) to any Affiliate of Purchaser or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer the assets relating to the business of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and -------------------------- inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, URI (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer URI may assign this Agreement and any or all -------- ------- rights or obligations hereunder (including rights to purchase the Shares and the Assets and rights to seek indemnification hereunder) to any Affiliate of its rights, interestsURI, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon upon any such permitted assignment, the references in this Agreement to Buyer URI, as the case may be, shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, (by operation of law or otherwise) Seller without the prior written consent of the other Parties hereto each Purchaser and any attempted assignment without the required consents shall be void; provided, however, that Buyer . Each Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including Purchasers’ rights to one or more of its Affiliates, provided, further, however, purchase the Securities and Purchasers’ rights to seek indemnification hereunder) to any Person; provided that no such transfer or assignment shall relieve Buyer either Purchaser of its obligations hereunder. No assignment hereunder or enlarge, alter or change any obligation of any obligations hereunder shall relieve the Parties other party hereto of any such obligationsor due to either Purchaser. Upon any such permitted assignment, the references in this Agreement to Buyer “Purchaser” shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersBuyer or Seller, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law Law or otherwise) ), without the prior written consent of the other Parties hereto party and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon Notwithstanding the foregoing, upon written notice to Seller (but without any such permitted assignmentrequirement for Seller consent), Buyer shall have the references in right to (a) assign its rights and obligations under this Agreement to Buyer shall also apply a Qualified Assignee, or (b) collaterally assign its rights under this Agreement to any such assignee unless a lender in connection with a loan or loans secured in whole or in part by the context otherwise requiresResidential Loans.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement herein shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement hereof or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, (by operation of law or otherwise) Purchaser without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, except (a) for assignments and transfers by operation of Law and (b) that Buyer Purchaser may assign any or all of its rights, interests, interests and obligations hereunder to one or more a wholly-owned subsidiary of its AffiliatesPurchaser, providedprovided that any such subsidiary agrees in writing to be bound by all of the terms, further, however, no such assignment shall relieve Buyer of its obligations hereunderconditions and provisions contained herein. No assignment pursuant to this Section 12.11 of any obligations hereunder shall relieve the Parties hereto assigning party of any such obligations. Upon any such permitted assignment, the references in this Agreement herein to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser's rights to one or more seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except for the Purchaser Indemnified Parties, the Seller Indemnified Parties or as otherwise provided belowbelow in Section 12.9 and except that the Financing Sources shall be third party beneficiaries of and shall be entitled to enforce Sections 12.3, 12.4, 12.5, 12.8, 12.10 and 12.14. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one handOwner or Purchaser, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the Purchased Assets and assume the Assumed Liabilities and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsassets relating to the Business. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersBuyer or Seller, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law Law or otherwise) ), without the prior written consent of the other Parties hereto party and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon Notwithstanding the foregoing, upon written notice to Seller (but without any such permitted assignmentrequirement for Seller consent), Buyer shall have the references in right to (a) assign its rights and obligations under this Agreement to Buyer shall also apply a Qualified Assignee, or (b) collaterally assign its rights under this Agreement to any such assignee unless a lender in connection with a loan or loans secured in whole or in part by the context otherwise requiresLoans.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the LLC Interests and to seek indemnification hereunder) to any Affiliate of Purchaser, any Person from which it has borrowed money or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsassets relating to the Business. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and successors, permitted assigns, heirs and personal representatives. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, any Party hereto (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including Purchaser’s rights to one or more purchase the Purchased Assets and Assigned Rights and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requiresrequires and the assigning Purchaser shall nevertheless remain primarily liable for its obligations hereunder.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing Except as otherwise provided in Section 7.18, nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party to this Agreement except as provided belowAgreement. No assignment or delegation of this Agreement or of any rights or obligations hereunder may be made by either Sellersthe Company, on the one handOpco, Parent or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment or delegation without the required consents shall be void; provided, however, provided that Buyer each of the Purchaser Entities may assign any or delegate some or all of its rights, interests, and rights or obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunderSubsidiaries formed by it prior to the Closing. No assignment or delegation of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignmentassignment or delegation, the references in this Agreement to Buyer the Company, Opco, Parent or Purchaser shall also apply to any such assignee or delegatee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided belowAgreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersSeller or Purchaser, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law Law or otherwise) ), without the prior written consent of the other Parties party hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon ; provided, however, that Purchaser may assign its rights and interests without Parent’s or Seller’s consent (i) to any of its Affiliates or (ii) for collateral security purposes to any lender providing any financing to Purchaser or any of its Affiliates; provided, further, however, in each case of clauses (i) and (ii), any such permitted assignment, the references in this Agreement to Buyer assignment shall also apply to any such assignee unless the context otherwise requiresnot relieve Purchaser of its obligations hereunder.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law law, or otherwise) without the prior written consent of the other Parties party hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, Purchaser’s rights to one or more of its Affiliates, provided, further, purchase the Purchased Assets and assume the Assumed Liabilities and Purchaser’s rights to seek indemnification hereunder) to any Affiliate thereof; provided however, no such assignment that Purchaser shall relieve Buyer remain liable for all of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party to this Agreement except as provided belowAgreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersSeller or Purchaser, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign no consent of any of the other parties hereto shall be required for any assignment by Purchaser of all or all any portion of its rightsrights or obligations to, interests, and obligations hereunder to one or more (i) any of its Affiliates, providedor (ii) any or its, furtherits Affiliates’, however, no or its Subsidiaries’ financing sources as security for such assignment shall relieve Buyer of its obligations hereunderfinancing (or any refinancing or such financing). No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersBuyer or Seller, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law Law or otherwise) ), without the prior written consent of the other Parties hereto party and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon Notwithstanding the foregoing, upon written notice to Seller (but without any such permitted assignmentrequirement for Seller consent), Buyer shall have the references in right to (a) assign its rights and obligations under this Agreement to Buyer shall also apply a Qualified Assignee, or (b) collaterally assign its rights under this Agreement to any such assignee unless a lender in connection with a loan or loans secured in whole or in part by the context otherwise requiresTransferred Loans.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Company or Buyer, on the other hand, Buyer (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that the Buyer may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Buyer’s rights to one purchase the Assets, the Buyer’s rights to seek indemnification and the Buyer’s rights to rely on any of Company’s or more the Owners’ representations and warranties made hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsBuyer. Upon any such permitted assignment, the references in this Agreement to the Buyer shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as expressly provided belowin Section 6.7. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser’s rights to one or more purchase the Shares and the Purchaser’s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser and lender for collateral purposes. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Shareholder or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; providedprovided , howeverhowever , that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the Shares and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, any Person from which it has borrowed money or any Person to which Purchaser or any of its rightsAffiliates proposes to sell all or substantially all of the assets relating to the business; provided , interestshowever , and obligations hereunder to one or more of its Affiliates, provided, further, however, no that any such assignment by Purchaser shall not relieve Buyer of its obligations hereunder. No assignment of Purchaser from any obligations hereunder shall relieve the Parties hereto of any such obligationsliability under this Agreement. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including Purchaser's rights to one or more purchase the Shares and Purchaser's rights to seek indemnification hereunder) to any Affiliate of its Affiliates, Purchaser; provided, further, however, no further that notwithstanding any such assignment of this Agreement, Purchaser shall relieve Buyer of remain responsible for its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Selling Stockholders or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including Purchaser’s rights to purchase the Shares and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, any Person from which it has borrowed money or any Person to which Purchaser or any of its rightsAffiliates proposes to sell all or substantially all of the assets relating to the business, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment provided Purchaser shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsremain primarily liable under this Agreement. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided belowin Article X with respect to Indemnified Parties. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersSeller or Purchaser, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, provided however, that Buyer Purchaser may assign this Agreement in whole or in part to any or all Affiliate of its rights, interests, and obligations hereunder to one or more Purchaser without the prior written consent of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunderSeller. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as expressly stated herein or as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellersthe Selling Stockholder or Purchaser, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer after Closing and subject to its compliance with Section 3.7(d), the Purchaser may assign any this Agreement to an acquiror or a successor of the Companies or in connection with a sale of all or substantially all of its rights, interests, and obligations hereunder to one or more the assets of its Affiliates, provided, further, however, no such assignment shall relieve Buyer Purchaser without the consent of its obligations hereunderthe Selling Stockholder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including Purchaser’s rights to one or more purchase the Shares and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, Purchaser; provided, further, however, no further that notwithstanding any such assignment of this Agreement, Purchaser shall relieve Buyer of remain responsible for its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on any of the one hand, Selling Stockholders or Buyer, on any of the other hand, Purchasers (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer either of the Purchasers may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, such Purchaser’s rights to one or more purchase the Shares and such Purchaser’s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer a Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the Property) to any Affiliate of Purchaser, any Person from which either Purchaser or Parent has borrowed money or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsassets relating to the Business. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third third-party beneficiary rights in any person or entity Person not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, rights and obligations hereunder hereunder, in whole or in part, to one or more any of its Affiliates, provided, further, however, no but any such assignment shall not relieve Buyer the Purchaser of its obligations hereunder. No In addition, and whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of the Purchaser as purchaser or holder of the Membership Interests are also for the benefit of and enforceable by, any obligations hereunder shall relieve the Parties hereto subsequent holders of any such obligationsMembership Interests. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall will create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, (by operation of law or otherwise) any Party without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall will be void; provided, however, that Buyer Fathom may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder to one any Affiliate of Fathom, to any Person to which Fathom or more any of its AffiliatesAffiliates proposes to sell all or substantially all of the assets relating to the Company’s business, provided, or by operation of law pursuant to a business combination; provided further, however, that no such assignment shall of rights or obligations will relieve Buyer Fathom of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall Fathom will also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the Buyer (in the case of any assignment by any Seller, or prior to the Closing, the Company) or the Seller (in the case of any assignment by the Buyer or, from and after the Closing, the Company), and any purported assignment or other transfer without such consent shall be void and unenforceable; provided, however, that without written consent of any Party, (i) the Buyer may assign all or any portion of its rights and obligations hereunder to any of its Affiliates, and (ii) the Buyer may assign all or any of its rights hereunder to a wholly owned direct or indirect Subsidiary of the Buyer or to any of their respective Affiliates, but no assignment shall relieve the Buyer of any Liability hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, or Buyer, on the other hand, (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer that, upon the consent of the Sellers, which consent shall not be unreasonably withheld, the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser’s rights to one or more purchase the Shares and the Purchaser’s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including Purchaser’s rights to purchase the Securities and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliates, provided, further, however, no such assignment shall relieve Buyer the assets relating to the business of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, Purchaser’s rights to one or more purchase the Purchased Assets and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Selling Stockholders or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer Purchaser may assign this Agreement and any or all rights or obligations hereunder (including Purchaser’s rights to purchase the Shares and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, any Person from which it has borrowed money or any Person to which Purchaser or any of its rights, interests, and obligations hereunder Affiliates proposes to one sell all or more substantially all of its Affiliatesthe assets relating to the business, provided, further, however, no such assignment Purchaser shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsremain primarily liable under this Agreement. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Debtor or Buyer, on the other hand, Creditor (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Creditor may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Creditor’s rights to one or more acquire the Collateral, the Creditor’s rights to foreclose on the Collateral and the Creditor’s rights to rely on any of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations Debtor’s representations and warranties made hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations). Upon any such permitted assignment, the references in this Agreement to Buyer the Creditor shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assignsassigns (as permitted in accordance with the terms of this Agreement). Nothing in this Agreement shall create or be deemed to create any third third-party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Company or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchasers may assign this Agreement and any or all of its rights, interests, rights and obligations hereunder hereunder, in whole or in part, to one or more any Affiliate of its Affiliatesthe Purchasers, provided, further, however, no but any such assignment shall not relieve Buyer the Purchasers of its their respective obligations hereunder. No In addition, and whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of any obligations hereunder shall relieve Purchaser as a purchaser or holder of Shares (or any securities pursuant to which such Shares may be converted or exercised into) are also for the Parties hereto benefit of and enforceable by, any subsequent holder of such obligationssecurities. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchasers shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided belowcontemplated by Section 8.7. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersSeller or Purchaser, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties party hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon ; provided, however, that Purchaser may assign its rights and interests without Parent’s, Seller’s or the Company’s consent (i) to any of its Affiliates or (ii) for collateral security purposes, to any lender providing the Financing to Purchaser or any of its Affiliates; provided, further, however, in each case of clauses (i) and (ii), any such permitted assignment, the references in this Agreement to Buyer assignment shall also apply to any such assignee unless the context otherwise requiresnot relieve Purchaser of its obligations hereunder.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assignsassigns (as permitted in accordance with the terms of this Agreement). Nothing in this Agreement shall create or be deemed to create any third third-party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Company or Buyer, on the other hand, Purchaser (by operation of law Law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, howeverprovided that the Purchaser may assign its rights and obligations under this Agreement to any affiliate of the Purchaser without the Company’s prior consent; provided further, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder by the Purchaser shall relieve the Parties hereto Purchaser of any such obligations. Upon any such permitted assignmentits duties, the references in obligations or liabilities under this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requiresAgreement.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Seller or Buyer, on the other hand, (by operation of law or otherwise) Purchaser without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, that Purchaser may assign this Agreement and any or all rights or obligations hereunder to any Affiliate of Purchaser, or any Person to which Purchaser or any of its Affiliates proposes to sell all or substantially all of the assets relating to the Business; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder Purchaser shall remain obligated to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of fulfill its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationspursuant to this Agreement. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersBuyer or Seller, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law Law or otherwise) ), without the prior written consent of the other Parties hereto party and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign any or all of its rights, interests, and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon Notwithstanding the foregoing, upon written notice to Seller (but without any such permitted assignmentrequirement for Seller consent), Buyer shall have the references in right to (a) assign its rights and obligations under this Agreement to Buyer shall also apply a Qualified Assignee, or (b) collaterally assign its rights under this Agreement to any such assignee unless a lender in connection with a loan or loans secured in whole or in part by the context otherwise requiresCommercial Loans.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Buyers (by operation of law or otherwise) without the prior written consent of the other Parties hereto Buyers or the Sellers’ Representative, as applicable, and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Buyers may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including Buyer’s rights to one seek indemnification hereunder), whether by operation of law or more otherwise, to any Affiliate of its Affiliatesthe Buyers, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsupon prior written notice to Sellers’ Representative. Upon any such permitted assignment, the references in this Agreement to Buyer the Buyers shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided belowin Section 9.2 hereof. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers(i) any Selling Shareholder, on the one hand, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties hereto Purchaser, and (ii) the Purchaser directly or indirectly (by operation of law or otherwise), without the prior written consent of all Offshore Selling Shareholders and the Company, without the prior written consent of the Purchaser, and any attempted assignment without the required consents in violation of this Section 10.8 shall be void; provided, however, that Buyer the Purchaser may assign any or all of its rights, interests, rights and obligations hereunder under this Agreement to one or more any of its Affiliates, provided, further, however, no such assignment shall relieve Buyer . Each obligation of its obligations hereunder. No assignment of any obligations the Founders hereunder shall relieve be deemed to be on a joint and several basis, and each obligation of the Parties hereto of any such obligationsPurchaser and Domestic Purchaser shall be deemed to be on a joint and several basis. Upon any such permitted assignmentExcept as specifically provided in the preceding sentence, the references in this Agreement to Buyer obligations of each Selling Shareholder shall also apply to any such assignee unless the context otherwise requiresbe several and not joint.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided belowcontemplated by Section 9.7. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersCompany, on the one handLLC, Selling Holders or BuyerPurchaser, on the other hand, directly or indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer may assign Purchaser shall be permitted at any or all of its rights, intereststime to, and following the Closing, Company and LLC shall be permitted to, assign to an Affiliate of Purchaser all or any portion of their respective rights or obligations hereunder to one or more under this Agreement without the consent of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunderthe other parties hereto. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser's rights to one or more purchase the Shares and the Purchaser's rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.. [intentionally blank]

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third third-party beneficiary rights in any person or entity Person not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, rights and obligations hereunder hereunder, in whole or in part, to one or more any of its Affiliates, provided, further, however, no but any such assignment shall not relieve Buyer the Purchaser of its obligations hereunder. No In addition, and whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of the Purchaser as purchaser or holder of the Membership Interests are also for the benefit of and enforceable by, any obligations hereunder shall relieve the Parties hereto subsequent holders of any such obligationsMembership Interests. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assignsassigns (as permitted in accordance with the terms of this Agreement). Nothing in this Agreement shall create or be deemed to create any third third-party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Company or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchasers may assign this Agreement and any or all of its rights, interests, rights and obligations hereunder hereunder, in whole or in part, to one or more any Affiliate of its Affiliatesthe Purchasers, provided, further, however, no but any such assignment shall not relieve Buyer the Purchasers of its their respective obligations hereunder. No In addition, and whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of any obligations hereunder shall relieve Purchaser as a purchaser or holder of Shares (or any securities pursuant to which such Shares may be converted or exercised into) are also for the Parties hereto benefit of and enforceable by, any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.subsequent holder of such

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third third-party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment (provided that the Purchaser shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any remain primarily liable for all such obligations), hereunder (including the Purchaser's rights to purchase the Shares and the Purchaser's rights to seek indemnification hereunder) to any Affiliate of the Purchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either any of the Sellers, on the one hand, Companies or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser’s rights to one or more purchase the Securities and the Purchaser’s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as expressly stated herein or as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either SellersParent, on the one handSeller or Purchaser, directly or Buyer, on the other hand, indirectly (by operation of law or otherwise) ), without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; , provided, howeverthat each of the parties hereto acknowledges, that Buyer may assign any or agrees and consents to the collateral assignment by Purchaser of all of its rightsright, intereststitle and interest in and to this Agreement and the documents and agreements executed in connection herewith (including, and in each case, the performance of Purchaser’s obligations hereunder and thereunder) to one or more of its AffiliatesPlainfield, providedas administrative agent for itself and the other Lenders, further, however, no such assignment shall relieve Buyer of its obligations hereunderbut only in connection with and to the extent required to enable the Lenders to exercise their rights and remedies to enforce their security under the Credit Agreement. No assignment of any obligations hereunder shall relieve the Parties parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Buyer Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellersany of the Seller, on the one hand, Companies or Buyer, on the other hand, Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Buyer the Purchaser may assign this Agreement and any or all of its rights, interests, and rights or obligations hereunder (including, without limitation, the Purchaser’s rights to one or more purchase the Securities and the Purchaser'’s rights to seek indemnification hereunder) to any Affiliate of its Affiliates, provided, further, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligationsPurchaser. Upon any such permitted assignment, the references in this Agreement to Buyer the Purchaser shall also apply to any such assignee unless the context otherwise requires.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers, on the one hand, any Seller or Buyer, on the other hand, directly or indirectly (by operation of law or otherwise) ), without the prior written consent of Buyer (in the other Parties hereto case of any assignment by any Seller) or Sellers (in the case of any assignment by Buyer) and any attempted assignment without the required consents shall be void; provided, however, that Buyer may may, without the prior consent of Sellers, assign any or all of its rights, interests, rights and obligations hereunder to one or more of its Affiliates, provided, further, however, no such assignment shall relieve Buyer delegate any of its obligations hereunderunder this Agreement (i) to any Affiliate of Buyer, and (ii) in connection with the sale of all or substantially all of the assets of or any business combination transaction involving Buyer. No assignment of any obligations hereunder shall relieve the Parties hereto assigning party of any such obligations. Upon any such permitted assignmentassignment by Buyer, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.