Common use of Binding Effect; Benefit; Assignment Clause in Contracts

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, except forwith respect to: (i) only following the rights of each Indemnified Person pursuant to Section 7.02, (ii) if the Effective TimeTime occurs, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, Equity Awards to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) Article 2 and (ziii) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) that the right of the Company Company, on behalf of its stockholders the holders of Shares, Company Option Awards and Company RSU Awards (each of which are third party beneficiaries of this Agreement to the extent required for this proviso to be enforceable), to pursue specific performance as set forth in Section 11.13 or, if specific performance is not sought or granted as a remedy, damages in accordance with this Agreement (including claims for damages based on loss which may include the benefit of the economic benefits of the Merger to the Company’s stockholdersbargain lost by such holders) in the event of a breach hereof by Parent of this Agreement, it being agreed that in no event shall any such holder be entitled to enforce any of their rights, or any of Parent’s or Merger Subsidiary’s wrongful termination obligations, under this Agreement in the event of any such breach, but rather the Company shall have the sole and exclusive right to do so, as agent for such holders. (b) The representations and warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and that, in some instances, the representations and warranties in this Agreement may represent an allocation among the parties of risks associated with particular matters regardless of the knowledge of any of the parties. Consequently, Persons other than the parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightother date. (bc) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party heretoparties hereto and any attempted assignment, except that Parent delegation or Merger Subsidiary may transfer of this Agreement or assign its any such rights or obligations without such consent shall be void ab initio and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiaryno effect.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and on and, except as provided in ‎Section 8.02, shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns. Except as provided in ‎Section 8.02, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged liabilities hereunder upon any Person other than the parties hereto and agreed by Parent their respective successors and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce assigns; provided that the provisions of the second sentence in ‎Section 12.03, this proviso of this Section 7.03 only12.06‎(a), Section 12.06‎(c), the provisions of the second sentence in ‎Section 12.07, ‎Section 12.08 and ‎Section 12.09, in each case, pertaining to the Financing Sources, are intended to be for the benefit of, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07enforceable by, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightFinancing Sources. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time Agreement to time in part, to (i) one or more a wholly owned Subsidiary of their Affiliates at any time and (ii) after Parent without the Effective Time, to any Personconsent of the Company; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub, as the case may be, shall remain liable for all of its obligations hereunder under this Agreement. (c) No Financing Source will have any liability to the Company, any former, current or enlargefuture stockholders, alter equity holders, controlling persons, directors, officers, employees, general or change limited partners, members, managers, agents or Affiliates of the Company (in each case, in their capacities as such), or any obligation former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any other of the foregoing (in each case, in their capacities as such) (each, a “Related Party”), relating to or arising out of this Agreement, any Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and Company will not have any rights or claims against any Financing Source or be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (such Financing Sources being express third party hereto or due to Parent or Merger Subsidiarybeneficiaries of this sentence).

Binding Effect; Benefit; Assignment. (a) The provisions This Agreement shall inure to the benefit of and be binding upon the parties hereto. Except with respect to Article VII of this Agreement, which shall inure to the benefit of each Purchaser Indemnitee and Seller Indemnitee, all of whom are intended as express third party beneficiaries thereof, no other Person not party to this Agreement shall be binding upon and shall inure solely entitled to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not other than as provided in Section 5.05). Neither this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right nor any of the Indemnified Persons to enforce the provisions of Section 7.03 onlyrights, and except that any Financing Source interests or obligations hereunder shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) assigned by any of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement parties hereto without the prior written consent of each the other party heretoparty; provided, except that Parent or Merger Subsidiary Purchaser may transfer or assign its rights rights, interests and obligations under this Agreement, in whole or from time to time in part, to hereunder (ia) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer direct or assignment shall not relieve Parent or Merger indirect wholly owned Subsidiary of its obligations hereunder Purchaser or enlargeto any Affiliate which is a direct or indirect wholly owned Subsidiary, alter (b) in connection with the transfer by Purchaser of all or change substantially all of the capital stock or other Equity Interests and/or assets of the Company or (c) as collateral for the purpose of securing any obligation financing of the transactions contemplated hereby. Any attempted assignment in violation of this Section 8.05 will be void. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 8.02 without notice or liability to any other person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other party hereto or due to Parent or Merger Subsidiarydate.

Binding Effect; Benefit; Assignment. (a) The provisions This Agreement shall inure to the benefit of and be binding upon the parties hereto. Except with respect to Article VIII of this Agreement, which shall inure to the benefit of each Purchaser Indemnitee and Seller Indemnitee, all of whom are intended as express third‑party beneficiaries thereof, no Person, other than GDC Media Limited, who is not party to this Agreement shall be binding upon and shall inure solely entitled to the benefit benefits of this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement hereto without the prior written consent of each the other party heretoincluding, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Timewithout limitation, to any Personbeneficiary of a Seller if such Seller is a trust (except as expressly set forth herein); provided provided, that such transfer the Purchaser may assign its rights, interests and obligations hereunder (a) to any direct or assignment shall not relieve indirect wholly owned Subsidiary of the Parent or Merger Subsidiary to any Affiliate of which the Purchaser is a direct or indirect wholly owned Subsidiary, (b) in connection with the transfer by the Purchaser of all or substantially all of the capital stock and/or assets of the Company and or its obligations hereunder Subsidiaries and (c) for the purpose of securing any financing of the transactions contemplated hereby. Any attempted assignment in violation of this Section 9.05 will be void. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 9.02 without notice or enlargeliability to any other person. In some instances, alter the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or change any obligation circumstances as of the date of this Agreement or as of any other party hereto or due to Parent or Merger Subsidiarydate.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and on and, except as provided in Section 7.02, shall inure solely to the benefit of the parties hereto, except for: hereto and their respective successors and assigns. Except (i) only following if the Effective TimeTime occurs, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, Shareholders to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) accordance with Article 2 and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholdersas provided in Section 7.02, Section 11.04(b)(iii) in the event of Parent’s or Merger Subsidiary’s wrongful termination and Section 11.09, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged liabilities hereunder upon any Person other than the parties hereto and agreed by Parent their respective successors and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce assigns; provided that the provisions of the second sentence in Section 7.03 only11.03, and except that any Financing Source shall be an express third-party beneficiary this proviso of this Section 11.06(a) Section 11.06(a), Section 11.06(c), the provisions of the second sentence in Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced 11.10, in clause (ii) of each case, pertaining to the preceding sentence may Financing Sources, are intended to be exercised only by for the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Companybenefit of, and no stockholder of shall be enforceable by, the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightFinancing Sources. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time Agreement to time in part, a wholly owned Subsidiary of Parent (which will remain a wholly owned Subsidiary of Parent prior to Closing) without the consent of the Company; provided that (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall would not relieve reasonably be expected to delay in any material respect or impair the consummation of the transactions contemplated hereby, (ii) Parent or Merger Subsidiary Sub, as the case may be, shall remain liable for all of its obligations hereunder under this Agreement and (iii) the assignee will be deemed to have made the same representations and warranties as are set forth in Article 5 and any reference in this Agreement to any such representation or enlargewarranty in Article 5 will be deemed to include the representations and warranties of the assignee. (c) No Financing Source will have any liability to the Company, alter any former, current or change future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of the Company (in each case, in their capacities as such), or any obligation former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any other of the foregoing (in each case, in their capacities as such) relating to or arising out of this Agreement, any Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and Company will not have any rights or claims against any Financing Source or be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (such Financing Sources being express third party hereto or due to Parent or Merger Subsidiarybeneficiaries of this sentence).

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and shall inure solely to the benefit of and be binding upon the parties hereto. Other than (a) Section 8.7 [(Indemnity; Directors’ and Officers’ Insurance; Fiduciary and Employee Benefit Insurance)] which is intended to benefit the Indemnified Persons, except for: (ib) only following the Effective Time, the right provisions of Article IV [(Effect of the Company’s stockholders Merger; Exchange of Certificates)] as it relates to the rights of holders of Common Units and holders of Company Restricted Stock Options, Company Restricted Shares Units and Company Stock Performance Share Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (iic) the right of the Company Company, on behalf of its stockholders stockholders, or the Company, on behalf of the holders of Common Units, to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger SubsidiarySub’s wrongful termination breach of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01)Fraud, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary Sub, and (iiid) Section 8.16, which is intended to benefit Macquarie Group Limited, no other Person not party to this Agreement shall be entitled to the right benefits of this Agreement. Neither this Agreement nor any of the Indemnified Persons to enforce the provisions of Section 7.03 onlyrights, and except that any Financing Source interests or obligations hereunder shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) assigned by any of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement parties hereto without the prior written consent of each the other party heretoparties; provided, except that (x) Parent or Merger Subsidiary may transfer or assign its rights and interests hereunder for the purpose of securing any financing of the transactions contemplated hereby and (y) Parent may assign its rights and obligations under this AgreementAgreement to any of its Affiliates without prior written consent; provided, that no such assignment referred to in whole or from time to time in part, to clauses (ix) one or more of their Affiliates at any time and (iiy) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder hereunder. Any attempted assignment in violation of this Section 11.5 shall be void. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 11.10 [(Extension; Waiver)] without notice or enlargeLiability to any other Person. In some instances, alter the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or change any obligation circumstances as of the date of this Agreement or as of any other party hereto or due to Parent or Merger Subsidiarydate.

Binding Effect; Benefit; Assignment. (a) The Subject to Section 11.06(b), the provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: hereto and their respective successors and assigns. Except (i) only following as provided in Section 7.03, Section 10.02 or Section 11.04(c) and (ii) for the right of the Company, on behalf of its stockholders, to pursue damages (which the parties acknowledge and agree shall include damages based on the benefit of the bargain lost by the Company’s stockholders, which shall be deemed in such event to be damages of the Company) and other relief, including equitable relief, for Parent’s or Merger Sub’s breach of this Agreement, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, and other than, from and after the Effective Time, the right of the Company’s stockholders and any holders of shares of Company Stock OptionsCommon Stock, Company Restricted Shares Options and Company Stock Units, as applicable, RSUs to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightthereof. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto; provided, except however, that Parent and Merger Sub may (a) assign any or Merger Subsidiary may transfer or assign its all of their rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, Agreement to any Person; Affiliate of Parent, provided that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlargeprevent, alter delay or change any obligation of impair the transactions contemplated hereby or (b) collaterally assign, without the Company’s or any other parties consent, any or all of the Parent’s or Merger Sub’s rights and obligations hereunder to any party hereto or due to providing the Debt Financing, which party may exercise all of the rights and remedies of Parent or Merger SubsidiarySub hereunder in connection with the enforcement of any security or exercise of any remedies to the extent permitted under the Debt Financing arrangements, provided that no such assignment shall relieve Parent or Merger Sub of their respective obligations hereunder. Any purported assignment, delegation or other transfer in contravention of this Section 11.06(b) shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns. Except with respect to the rights of each Indemnified Person pursuant to Section 7.02, except for: (ithe rights of the Company Related Parties under Section 11.04(b)(vi) only following and, if the Effective TimeTime occurs, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, Equity Awards to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02Article 2, (x) no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the consideration payable parties hereto and their respective successors and assigns. The representations and warranties in respect this Agreement are the product of Company Stock Options pursuant to Section 2.05(a), (y) negotiations among the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) parties and (z) are for the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right sole benefit of the Company on behalf parties and that, in some instances, the representations and warranties in this Agreement may represent an allocation among the parties of its stockholders to pursue damages (including claims for damages based on loss risks associated with particular matters regardless of the economic benefits knowledge of any of the Merger to parties. Consequently, Persons other than the Company’s stockholders) parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the event of Parent’s or Merger Subsidiary’s wrongful termination date of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightother date. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that each of Parent or Merger Subsidiary may transfer or assign its respective rights and obligations under this Agreement, in whole or or, from time to time time, in part, to (i) to one or more of their its Affiliates at any time time, (ii) as collateral to any financing sources at any time, and (iiiii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder under this Agreement or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary. Any attempted assignment, delegation or transfer of this Agreement or any such rights or obligations in violation of the foregoing shall be void ab initio and of no effect.

Binding Effect; Benefit; Assignment. (a) The provisions of Except as set forth in Section 7.3 and Section 10.2(b), the parties agree that their respective representations, warranties and covenants set forth in this Agreement shall be binding upon and shall inure are solely to for the benefit of the other parties heretoin accordance with and subject to the terms of this Agreement. This Agreement is not intended to, and will not, confer upon any other Person any rights or remedies hereunder, except for: (A) the rights of holders of (i) only following the Effective Time, the right of the Company’s stockholders and holders shares of Company Stock Optionsto receive the Merger Consideration, (ii) Company Restricted Shares RSU Awards to receive the Company RSU Consideration, (iii) Company PSU Awards to receive the Company PSU Consideration, (iv) Company Director Equity Awards to receive the applicable Company Director Equity Award Consideration, and (v) Company Stock UnitsPBU Awards to receive the Company PBU Consideration, as applicable, to receive (w) in each case in accordance with ARTICLE 2 if, and only if, the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) Effective Time occurs; and (zB) as set forth in or contemplated by (i) Section 7.3 (with respect to Indemnified Persons) if, and only if, the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a)Effective Time occurs, (ii) Section 11.4 (with respect to the right members of the Parent Group and the members of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholdersGroup) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) Section 11.13 (with respect to the right members of the Indemnified Persons to enforce Parent Group and the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder members of the Company whether purporting Group); provided, that C▇▇▇▇▇▇, Dubilier & Rice LLC is an express third party beneficiary with respect to act in its capacity as a stockholder or purporting each consent and waiver granted hereunder with respect to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightConfidentiality Agreement. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may may, upon prior notice to the Company, transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and time, (ii) after the Effective Time, to any Person, or (iii) any Debt Financing Source pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assign as collateral in respect of the Debt Financing; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary. Any purported assignment in violation of this Agreement is void.

Binding Effect; Benefit; Assignment. (a) The provisions of Except as set forth in Section 7.3 and Section 10.2(b), the parties agree that their respective representations, warranties and covenants set forth in this Agreement shall be binding upon and shall inure are solely to for the benefit of the other parties heretohereto in accordance with and subject to the terms of this Agreement. This Agreement is not intended to, and will not, confer upon any other Person any rights or remedies hereunder, except for: (i) only following as set forth in or contemplated by Section 7.3, (ii) from and after the Effective Time, the right rights of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02Stock, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a)RSUs, (y) the consideration payable in respect of Company PSUs or Company Restricted Shares pursuant Stock to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of receive the Merger to the Company’s stockholders) Consideration set forth in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary ARTICLE 2 and (iii) Section 10.02, Section 11.3, Section 11.4, Section 11.5, Section 11.6, Section 11.7, Section 11.8, Section 11.12(b) and Section 11.13 may be enforced by the right of the Indemnified Persons to enforce the provisions of Section 7.03 onlyDebt Financing Sources, and except that any Financing Source shall be an express who are intended third-party beneficiary of Section 11.07beneficiaries thereof along with their successors and assigns, Section 11.08 and Section 11.09. The third-party beneficiary may not be amended, modified, waived or terminated in a manner that would adversely affect the rights referenced in clause (ii) of the preceding sentence may be exercised only by Debt Financing Sources under the Company (on behalf of its stockholders as Debt Commitment Letter in their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf such without the prior written consent of the Company, shall have any right or ability to exercise or cause the exercise of any such rightDebt Financing Sources. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and time, (ii) after the Effective Time, to any PersonPerson or (iii) any Debt Financing Source for purposes of creating a security interest herein or otherwise assign as collateral; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary. (c) Notwithstanding anything in this Agreement to the contrary, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement (including any such action, cause of action or claim against the Debt Financing Sources arising out of or relating in any way to the Financing Commitment Letters or the performance thereof) in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof).

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and on and, except as provided in Section 8.02, shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns. Except as provided in Section 8.02, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged liabilities hereunder upon any Person other than the parties hereto and agreed by Parent their respective successors and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce assigns; provided that the provisions of the second sentence in Section 7.03 only12.03, this proviso of this Section 12.06(a), Section 12.06(c), the provisions of the second sentence in Section 12.07, Section 12.08 and Section 12.09, in each case, pertaining to the Financing Sources, are intended to be for the benefit of, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07enforceable by, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightFinancing Sources. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time Agreement to time in part, to (i) one or more a wholly owned Subsidiary of their Affiliates at any time and (ii) after Parent without the Effective Time, to any Personconsent of the Company; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub, as the case may be, shall remain liable for all of its obligations hereunder under this Agreement. (c) No Financing Source will have any liability to the Company, any former, current or enlargefuture stockholders, alter equity holders, controlling persons, directors, officers, employees, general or change limited partners, members, managers, agents or Affiliates of the Company (in each case, in their capacities as such), or any obligation former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any other of the foregoing (in each case, in their capacities as such) (each, a “Related Party”), relating to or arising out of this Agreement, any Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and Company will not have any rights or claims against any Financing Source or be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (such Financing Sources being express third party hereto or due to Parent or Merger Subsidiarybeneficiaries of this sentence).

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: hereto and their respective successors and assigns. Except (i) only as provided in ‎Section 8.02 (which is intended for the benefit of the Indemnified Persons, all of whom shall be third party beneficiaries thereof) (ii) for (A) the rights of the Company’s stockholders to receive the Offer Price in accordance with the Offer and, following the Effective TimeAcceptance Date, the Merger Consideration and the holders of the Company Stock Options and Company Stock Units to receive the consideration described in ‎Section 3.05, and (B) the right of the Company’s , on behalf of its stockholders and the holders of the Company Stock OptionsOptions and Company Stock Units to pursue specific performance as set forth in ‎Section 12.13 or, if specific performance is not sought or is not granted as a remedy, damages, to the extent proven (which damages the parties agree may be based upon the consideration that would have otherwise been payable to holders, lost premium and any decrease in value of Shares, Company Restricted Shares Stock Options and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement intentional and willful failure to perform a covenant or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01)agreement hereof, which right is rights of the Company’s stockholders and the Company are hereby expressly acknowledged and agreed by Parent and Merger Subsidiary Subsidiary, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, their respective successors and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightpermitted assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their its Affiliates at any time and (ii) and, after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due prejudice the rights of tendering stockholders to Parent or Merger Subsidiaryreceive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Binding Effect; Benefit; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto. Other than (a) The provisions of Section 5.7 which is intended to benefit the Indemnified Persons and (b) Article IX, which is intended to benefit the Purchaser Indemnitees and the Seller Indemnitees, no other Person not party to this Agreement shall be binding upon and shall inure solely entitled to the benefit benefits of this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement hereto without the prior written consent of each the other party heretoparty; provided, except that Parent or Merger Subsidiary (x) Purchaser may transfer or assign its rights, interests and obligations hereunder for the purpose of securing any financing of the transactions contemplated hereby and (y) Seller may assign its rights and obligations under this AgreementAgreement to any of its Affiliates without prior written consent; provided, in whole that no such assignment shall relieve Seller or from time to time in part, to (i) one or more Guarantors of any of their Affiliates at any time obligations hereunder. Any attempted assignment in violation of this Section 11.6 shall be void. The representations and (ii) after warranties in this Agreement are the Effective Time, product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 11.2 without notice or liability to any other Person; provided that such transfer . In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or assignment shall not relieve Parent circumstances as of the date of this Agreement or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation as of any other party hereto or due to Parent or Merger Subsidiarydate.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.04 and Section 11.04(d), shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders hereto and holders of Company Stock Options, Company Restricted Shares their respective successors and Company Stock Units, assigns. Except as applicable, to receive (w) the Merger Consideration provided in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to 7.04 and Section 2.05(a11.04(d), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged liabilities hereunder upon any Person other than the parties hereto and agreed by Parent their respective successors and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09assigns. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto; provided that (a) Parent may assign, except that Parent or Merger Subsidiary may transfer or assign by written notice to the Company, its rights and obligations under pursuant to this Agreement, in whole or from time Agreement to time in part, to one of its Affiliates (which Affiliate must (i) one or more be an entity held by the same stockholders of their Affiliates at any time Parent in the same relative proportions, and (ii) after have not conducted any prior operations itself or through any of its Subsidiaries), in which event such entity shall execute this Agreement and upon the Effective Timeeffectiveness of such execution all references in this Agreement to Parent shall be deemed references to such entity, except that all representations and warranties with respect to any Person; provided that Parent as of the date of this Agreement shall be deemed representations and warranties made with respect to such transfer or assignment shall not relieve entity as of the date of assignment, and (b) Parent may designate, by written notice to the Company, one of its Affiliates to act in lieu of Merger Sub (which Affiliate must be (i) a wholly owned Subsidiary of Parent or Merger Subsidiary must be an entity held by the same stockholders of Parent in the in the same relative proportions and (ii) have not conducted any prior operations itself or through any of its obligations hereunder or enlargeSubsidiaries), alter or change any obligation in which event such entity shall execute this Agreement and upon the effectiveness of any other party hereto or due such execution all references in this Agreement to Parent or Merger SubsidiarySub shall be deemed references to such entity, except that all representations and warranties with respect to Merger Sub as of the date of this Agreement shall be deemed representations and warranties made with respect to such entity as of the date of designation.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of Section 7.04 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders and holders of shares of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect accordance with the terms and conditions of shares this Agreement, (iii) at and after the Effective Time, the rights of the holders of Company Equity Awards to receive the payments contemplated by the applicable provisions of Section 2.04, in each case, at the Effective Time in accordance with the terms and conditions of this Agreement, (iv) prior to the Effective Time, the rights of the holders of Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of and other relief, including equitable relief, for Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated Agreement; provided, however, that the rights granted to the holders of Common Stock pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in foregoing clause (iiiv) of the preceding sentence may this Section 11.06(a) shall only be exercised only enforceable on behalf of such holders by the Company in its sole and absolute discretion and (on behalf v) the Financing Source Related Parties (who shall be third party beneficiaries of, and entitled to enforce, this Section 11.06(a)(v) and Section 10.02, 11.03(c), 11.08(c), 11.09 and 11.13(e)). The representations and warranties in this Agreement are the product of its stockholders as their agent) through actions expressly approved by negotiations among the Board of Directors parties hereto and are for the sole benefit of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightparties hereto. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that each of Parent or and Merger Subsidiary may transfer assign, in its sole discretion, any of or assign all of its rights rights, interest and obligations under this Agreement, Agreement to Parent (in whole the case of Merger Subsidiary) or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Persondirect or indirect wholly owned subsidiary of Parent (in the case of Parent or Merger Subsidiary); provided provided, that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of its any liability; provided, further, that, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), no such assignment shall be made to the extent the assignment would be reasonably likely to give rise to additional withholding Tax obligations hereunder or enlarge, alter or change with respect to any obligation of any other party hereto or due to Parent or Merger Subsidiarypayments made under this Agreement.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and upon, shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, and no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and, except for: (ia) only as provided in Section 7.03 (which shall be to the benefit of the Persons referred to in such Sections), (b) the rights of holders of Company Stock and Company Equity Awards to pursue claims for damages and other relief, including equitable relief, for Parent’s or Merger Subsidiaries’ breach or wrongful termination of this Agreement or fraud, and (c) following the Effective Time, the right rights of holders of shares of Company Stock and Company Equity Awards to receive the Merger Consideration or Equity Award Consideration, as applicable; provided, however, that the rights granted pursuant to clause (b) shall be enforceable only by the Company, on behalf of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Equity Awards, in the Company’s sole discretion, it being understood and agreed such rights shall attach to such shares of Company Stock Unitsand Company Equity Awards and subsequently trade and transfer therewith and, as applicableconsequently, any damages, settlements, or other amounts recovered or received by the Company with respect to receive such rights may, in the Company’s sole discretion, be (wi) distributed, in whole or in part, by the Merger Consideration in respect Company to the holders of shares of Company Common Stock pursuant to Section 2.02, (x) of record as of any date determined by the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), or (ii) retained by the right Company for the use and benefit of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by manner the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightdeems fit. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand subject to Section 11.06(c), no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of Section 7.04 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders holders of shares of Company Stock to receive the Merger Consideration in accordance with the terms and conditions of this Agreement, and (iii) at and after the Effective Time, the rights of the holders of Company Stock Options, Company Restricted Shares and Stock Awards or Company Restricted Stock Units, as applicable, Units to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) payments contemplated by the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the applicable provisions of Section 7.03 only2.05, in each case, at the Effective Time in accordance with the terms and except that any Financing Source shall be an express third-party beneficiary conditions of Section 11.07, Section 11.08 and Section 11.09this Agreement. The third-party beneficiary rights referenced representations and warranties in clause (ii) this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightparties hereto. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto. (c) Notwithstanding anything in this Agreement to the contrary, except each of (x) the Company and (y) solely with respect to clauses (i), (ii), (v), (vii), (viii) and (x), Parent and Merger Sub, in each case, on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (i) agrees that Parent any Proceeding, whether in law or Merger Subsidiary may transfer in equity, whether in contract or assign its rights and obligations under in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in whole connection with the Financing or from time any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to time the exclusive jurisdiction of any federal or state court in partthe Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to (i) one or more any such Proceeding to the exclusive jurisdiction of their Affiliates at any time and such court, (ii) after agrees that any such Proceeding shall be governed by the Effective Timelaws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in an applicable definitive document relating to the Financing, (iii) waives any claims or rights against any Financing Parties relating to or arising out of this Agreement, whether at law or in equity, whether in contract or in tort or otherwise (provided that, for the avoidance of doubt, this clause (iii) shall not apply with respect to any claims or rights of the parties to any debt commitment letters or engagement letters, none or which rights are or shall be impaired hereby), (iv) agrees not to bring or support, or permit any of its Affiliates or Representatives to bring or support, any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, for the avoidance of doubt, this clause (iv) shall not apply with respect to any claims or rights of the parties to any debt commitment letters or engagement letters, none or which rights are or shall be impaired hereby), (v) agrees that service of process in any such Proceeding shall be effective if notice is given in accordance with Section 11.01, (vi) agrees that no Financing Party shall be responsible for any indirect, incidental, special, punitive, exemplary or consequential damages in connection with this Agreement, (vii) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any Person; provided such court, (viii) knowingly, intentionally and voluntarily waives to the fullest extent permitted by Applicable Law trial by jury in any Proceeding brought against the Financing Parties in any way arising out of or relating to, this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (ix) agrees that none of the Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent or its Subsidiaries) relating to or arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (x) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, the provisions in this Section 11.06(c), Section 11.07, Section 11.08 and Section 11.09, and that such transfer provisions and any related definition used in such sections or assignment any provision of this Agreement to the extent an amendment, modification, waiver or termination of such provision would modify the substance of such sections and/or such provisions, shall not relieve Parent be amended, modified, waived or Merger Subsidiary terminated in any way adverse to the Financing Parties without the prior written consent of its obligations hereunder or enlarge, alter or change any obligation the Financing Entities of any other party hereto or due to Parent or Merger Subsidiarythe Financing Parties.

Binding Effect; Benefit; Assignment. (a) The provisions This Agreement shall inure to the benefit of and be binding upon the parties hereto. No other Person not party to this Agreement shall be binding upon and shall inure solely entitled to the benefit benefits of the parties hereto, except for: this Agreement other than (i) only following the Effective TimeIndemnified Parties, the right which are hereby express third party beneficiaries of the Company’s stockholders Article IX of this Agreement, and holders of Company Stock Options, Company Restricted Shares who may enforce such Article directly and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right Indemnified D&O Parties, which are hereby express third party beneficiaries of Section 5.11 of this Agreement, and who may enforce such Section directly. Neither this Agreement nor any of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss rights, interests or obligations hereunder shall be assigned by any of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement parties hereto without the prior written consent of each the other party heretoparty; provided, except that Parent or Merger Subsidiary may transfer or assign its rights rights, interests and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, hereunder to any Person; provided that such transfer direct or assignment shall not relieve indirect wholly owned Subsidiary of Parent or Merger Subsidiary to any Affiliate of which Parent is a direct or indirect wholly owned Subsidiary, provided, that Parent remains jointly and severally liable for all of its duties and obligations hereunder hereunder. Any attempted assignment in violation of this Section 10.06 will be void. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 10.02 without notice or enlargeliability to any other person. In some instances, alter the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or change any obligation circumstances as of the date of this Agreement or as of any other party hereto or due to Parent or Merger Subsidiarydate.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: hereto and their respective successors and assigns. Except (i) only as provided in Section 8.02 (which is intended for the benefit of the Indemnified Persons, all of whom shall be third party beneficiaries thereof) (ii) for (A) the rights of the Company’s stockholders to receive the Offer Price in accordance with the Offer and, following the Effective TimeAcceptance Date, the Merger Consideration and the holders of the Company Stock Options and Company Stock Units to receive the consideration described in Section 3.05, and (B) the right of the Company’s , on behalf of its stockholders and the holders of the Company Stock OptionsOptions and Company Stock Units to pursue specific performance as set forth in Section 12.13 or, if specific performance is not sought or is not granted as a remedy, damages, to the extent proven (which damages the parties agree may be based upon the consideration that would have otherwise been payable to holders, lost premium and any decrease in value of Shares, Company Restricted Shares Stock Options and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement intentional and willful failure to perform a covenant or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01)agreement hereof, which right is rights of the Company’s stockholders and the Company are hereby expressly acknowledged and agreed by Parent and Merger Subsidiary Subsidiary, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, their respective successors and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightpermitted assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their its Affiliates at any time and (ii) and, after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due prejudice the rights of tendering stockholders to Parent or Merger Subsidiaryreceive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 7.02 and this Section 11.05, shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement except for: for (i) only following the Effective Time, the right each Indemnified Person as set forth in Section 7.02 of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a)this Agreement, (ii) the right of the Company on behalf of its the Company’s stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger transactions to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or the breach of this Agreement (whether prior to the Closing Date by Parent or not this Agreement has been terminated pursuant to Merger Subsidiary as provided in Section 10.01)10.02, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary Subsidiary, and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09as expressly set forth in this Agreement. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its the Company’s stockholders as their agent) through actions expressly approved by the Company’s Board of Directors of the CompanyDirectors, and no Company stockholder of the Company whether purporting to act in its capacity as a Company stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall will have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one by written notice to the Company, to a wholly-owned direct or more indirect Subsidiary of their Affiliates at Parent to participate in the Merger in lieu of Parent or Merger Subsidiary, in which event all references herein to Parent or Merger Subsidiary, as applicable, shall be deemed references to such other Subsidiary; provided that any time such assignment shall not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement or otherwise materially impair the rights of the Company under this Agreement and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following at and after the Effective Time, with respect to the provisions of Section 6.10 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders and holders of shares of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) accordance with the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) terms and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination conditions of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) at and after the right Effective Time, the rights of the Indemnified Persons holders of Company RSUs and Company Stretch Awards to enforce receive the payments contemplated by the applicable provisions of Section 3.3, in each case, at the Effective Time in accordance with the terms and conditions of this Agreement; provided that notwithstanding the foregoing, the provisions of this Section 7.03 only9.8(a) and Section 8.3(c), the last sentence of Section 9.4, Section 9.5, Section 9.6, the last sentence of Section 9.11 and except that any Section 9.12 shall be enforceable by each Financing Source and each Financing Source shall be an express third-intended third party beneficiary of this Section 11.07, Section 11.08 and Section 11.09such Sections and shall be entitled to enforce such provisions as if direct parties to this Agreement. The third-party beneficiary rights referenced representations and warranties in clause (iithis Agreement and the indemnification obligations of Parent in Section 6.11(f) are the product of negotiations among the parties hereto and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightparties. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other party heretoparties; provided that each of Parent and Merger Sub may (i) assign, except that Parent by operation of law or Merger Subsidiary may transfer otherwise, in whole or assign in part, this Agreement or any or all of its rights and obligations under this Agreement, in whole or from time hereunder to time in part, to (i) one or more of their its Affiliates at any time and (ii) after the Effective TimeClosing, may assign all of its rights under this Agreement for collateral security purposes to any PersonFinancing Source; provided provided, further, that no such transfer or assignment shall not (i) relieve Parent or Merger Subsidiary such party of any of its obligations hereunder under this Agreement or enlarge(ii) be permitted if such assignment would reasonably be expected to prevent, alter impair or change any obligation materially delay the consummation of any the Merger and the other party hereto transactions contemplated hereby. Any assignment, delegation or due to Parent or Merger Subsidiarytransfer in violation of this Section 9.8 shall be null and void ab initio.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and shall upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that, notwithstanding the parties heretoforegoing, except for: (i) only following the past, present and future officers, directors and employees of the Acquired Companies (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section 6.08, (ii) from and after the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock and Company Compensatory Awards shall be intended third-party beneficiaries of, and may enforce, the right to receive Merger Consideration, Vested RSU Consideration, Unvested RSU Converted Cash Consideration, and Unvested PRSU Converted Cash Consideration, as applicable, pursuant to Section 2.02Article III, (xiii) the consideration payable in respect of Company Stock Options pursuant to Parent Parties shall be intended third-party beneficiaries of, and may enforce, Section 2.05(a8.03(d), (yiv) the consideration payable in respect of Company Restricted Shares pursuant to Parties shall be intended third-party beneficiaries of, and may enforce, Section 2.05(a8.02(y) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a8.03(d), and (iiv) the right if a court of competent jurisdiction has declined to grant specific performance, then the Company on behalf of its stockholders to pursue may seek damages (including claims for which the Parent Parties acknowledge and agree may include damages based on loss of the economic benefits of the Merger to the Company’s stockholders) on behalf of the holders of shares of Company Common Stock and Company Compensatory Awards (each of which are deemed third-party beneficiaries of this Agreement to the extent required for this provision to be enforceable) subject to the limitations set forth in the Section 8.03(d); provided, that in no event shall any such holder be entitled to directly enforce any of their rights, or any of Parent’s or Merger SubsidiarySub’s wrongful termination of obligations, under this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) in the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise event of any such rightbreach, but rather the Company shall have the sole and exclusive right to do so, as agent for such holders. (b) No party may assignNeither this Agreement nor any of the rights, delegate interests or obligations hereunder shall be assigned by any of the parties hereto by operation of Law or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties; provided, that each other party hereto, except that of Parent or and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (ia) one or more of their its Affiliates at any time and time, (iib) after the Effective Time, to any PersonPerson and (c) for collateral security purposes to any Persons providing financing to thereto pursuant to the terms thereof (including for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such financing); provided provided, that such transfer any assignment by Parent or assignment Merger Sub shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder hereunder; provided, further, that each of Parent and Merger Sub may transfer or enlarge, alter assign its rights (but not its obligations) under this Agreement upon or change following the Closing for collateral security purposes to any obligation Debt Financing Source. Any purported assignment in violation of any other party hereto or due to Parent or Merger Subsidiarythis Section 9.06(b) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretoParties hereto and their respective successors and assigns and no provision of this Agreement is intended to confer any rights, except forbenefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of ‎Section 7.04 which shall inure to the benefit of the Persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders and holders of shares of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) accordance with the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) terms and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination conditions of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01)Agreement, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) at and after the right Effective Time, the rights of the Indemnified Persons holders of Company Equity Awards and Company Cash Incentive Awards to enforce receive the payments contemplated by the applicable provisions of Section 7.03 only‎Section 2.05, in each case, at the Effective Time in accordance with the terms and conditions of this Agreement, and except that any Financing Source shall be an express third-party beneficiary (iv) the rights of Section 11.07, Section 11.08 and Section 11.09the Parent Related Parties under ‎Section 11.04(g). The third-party beneficiary rights referenced representations and warranties in clause (ii) this Agreement are the product of negotiations among the Parties hereto and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightParties hereto. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party Party hereto, except that Parent or Merger Subsidiary may Sub may, upon prior written notice to the Company, transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Persontime; provided that such transfer or assignment shall not (i) relieve Parent or Merger Subsidiary Sub of its obligations hereunder or hereunder, (ii) enlarge, alter or change any obligation of any other party Party hereto or due to Parent or Merger SubsidiarySub or (iii) prevent, impair or delay the ability of Parent or Merger Sub to perform its obligations hereunder or prevent, impair or delay the consummation of the Merger or the other transactions contemplated hereby. Any purported assignment, delegation or other transfer without such consent shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretoParties and their respective successors and permitted assigns. No provision of this Agreement is intended to or shall confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties and their respective successors and permitted assigns, except for: as expressly provided herein, including with respect to the rights of (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration Purchaser Related Parties in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a)12.16, (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated each D&O Indemnified Person pursuant to Section 10.01)6.03, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Debt Financing Related Parties in Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right12.17. (b) The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties as specified herein, and that, in some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. (c) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party heretoParty and any attempted assignment, except delegation or transfer of this Agreement or any such rights or obligations without such consent shall be void ab initio and of no effect; provided that Parent the Purchaser may assign (i) this Agreement and any or Merger Subsidiary may transfer or assign all of its rights hereunder in whole or in part to one or more Affiliates (including funds and investment vehicles managed by the Purchaser or its Affiliates), and (ii) as collateral, any or all of its rights hereunder by way of a security to any banks or other financial institutions providing financing to the Purchaser or its Affiliates; and provided, further, that no such assignment shall relieve the Purchaser of any of its obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and and, except as provided in Section 7.02, Section 11.06 or Section 11.15, shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns. (b) Except as provided in Section 7.02, except for: (i) only following Section 11.06 or Section 11.15, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Effective Time, parties hereto and their respective successors and assigns. The representations and warranties in this Agreement are the right product of negotiations among the parties and are for the sole benefit of the Company’s stockholders parties. Any inaccuracies in such representations and holders warranties are subject to waiver by the parties in accordance with the terms of Company Stock Options, Company Restricted Shares this Agreement without notice or liability to any other Person. The representations and Company Stock Units, as applicable, to receive (w) warranties in this Agreement may represent an allocation among the Merger Consideration in respect parties of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right risks associated with particular matters regardless of the Company on behalf knowledge of its stockholders to pursue damages (including claims for damages based on loss any of the economic benefits parties and may have been qualified by certain disclosures not reflected in the text of this Agreement. Accordingly, Persons other than the parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination date of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightother date. (bc) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or or, from time to time time, in part, to (i) one or more of their its Affiliates at any time and (ii) after the Effective Time, to any Persontime; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder under this Agreement or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand subject to Section 11.06(c), no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of Section 7.04 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders holders of shares of Company Stock to receive the Merger Consideration in accordance with the terms and conditions of this Agreement, and (iii) at and after the Effective Time, the rights of the holders of Company Stock Options, Company Restricted Shares and Stock Awards or Company Restricted Stock Units, as applicable, Units to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) payments contemplated by the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the applicable provisions of Section 7.03 only2.05, in each case, at the Effective Time in accordance with the terms and except that any Financing Source shall be an express third-party beneficiary conditions of Section 11.07, Section 11.08 and Section 11.09this Agreement. The third-party beneficiary rights referenced representations and warranties in clause (ii) this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightparties hereto. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto. (c) Notwithstanding anything in this Agreement to the contrary, except each of (x) the Company and (y) solely with respect to clauses (i), (ii), (v), (vii), (viii) and (x), Parent and Merger Sub, in each case, on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (i) agrees that Parent any Proceeding, whether in law or Merger Subsidiary may transfer in equity, whether in contract or assign its rights and obligations under in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in whole connection with the Financing or from time any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to time the exclusive jurisdiction of any federal or state court in partthe Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to (i) one or more any such Proceeding to the exclusive jurisdiction of their Affiliates at any time and such court, (ii) after agrees that any such Proceeding shall be governed by the Effective Time, laws of the State of New York (without giving effect to any Person; conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided that such transfer in an applicable definitive document relating to the Financing, (iii) waives any claims or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change rights against any obligation of any other party hereto or due to Parent or Merger Subsidiary.Financing Parties relating 70 #92864921v30