Common use of Binding Effect; Persons Benefiting; No Assignment Clause in Contracts

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and the respective successors and permitted assigns of the parties. Except as set forth in the preceding sentence, nothing in this Agreement is intended or shall be construed to confer upon any Person other than the parties hereto and their successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Without the prior written consent of each of the other parties hereto, this Agreement and the rights hereunder may not be assigned by any of the parties hereto; provided, however, that Buyer may collaterally assign this Agreement and any or all rights hereunder to any lender to Buyer providing financing in connection with the transactions contemplated hereby; provided, further, that Buyer may assign this Agreement and any or all rights hereunder to a wholly-owned subsidiary of Buyer; provided, further, that Buyer shall in each such case remain liable for its obligations under this Agreement. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to such assignee unless the context otherwise requires.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and the their respective successors and permitted assigns and any transferee of all or substantially all of the partiesassets of such party. Except as set forth in the preceding sentence, nothing in No provision of this Agreement (other than the provisions of Article VII and VIII relating to Indemnified Parties) is intended or shall be construed to confer upon any entity or Person other than the parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Without the prior written consent of each of the other parties hereto, this This Agreement and the rights hereunder may not be assigned by any of the parties heretowithout the prior written consent of Buyer, in the case of any assignment by Seller, or Seller, in the case of any assignment by Buyer; provided, howeverthat, that Buyer may collaterally assign this Agreement and any or all rights hereunder prior to any lender to Buyer providing financing in connection with the transactions contemplated hereby; providedClosing, further, that Buyer may assign this Agreement and any or all rights hereunder to a whollydirect or indirect majority-owned subsidiary of Buyer; providedMacquarie Group Limited, further, but no such assignment shall relieve Buyer of any of its obligations hereunder and provided further that Buyer or any other creditworthy entity reasonably acceptable to Seller shall in each unconditionally guarantee the obligations of such case remain liable for its obligations under this Agreement. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to such assignee unless the context otherwise requiresSubsidiary hereunder.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and the their respective successors and permitted assigns and any transferee of all or substantially all of the partiesassets of such party. Except as set forth in the preceding sentence, nothing in No provision of this Agreement (including the provisions of Article VIII relating to Indemnified Parties) is intended or shall be construed to confer upon any entity or Person other than the parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Without the prior written consent of each of the other parties hereto, this This Agreement and the rights hereunder may not be assigned by any of the parties heretowithout the prior written consent of Buyer, in the case of any assignment by Seller, or Seller, in the case of any assignment by Buyer.; provided, however, that Buyer may collaterally assign this Agreement and any or all rights hereunder to any lender to Buyer providing financing in connection with the transactions contemplated hereby; provided, further, provided that Buyer may assign any of its rights, interests and obligations under this Agreement and any to one or all rights hereunder to a more (direct or indirect) wholly-owned subsidiary Subsidiaries of Buyer for any purposes hereunder without the consent of Seller, but no such assignment shall relieve Buyer of any of its obligations hereunder (including Buyer; provided’s obligations to make payments under Article I) and, furtherby virtue of such assignment, that Buyer shall in each unconditionally guarantee such case remain liable for its obligations under this Agreement. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to such assignee unless the context otherwise requiresobligations.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto Parties and the their respective successors and permitted assigns of the partiesassigns. Except as set forth in the preceding sentence, nothing Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the parties hereto Parties and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof, other than the third party beneficiaries enumerated in Section 7.2, Section 13.2(c) and ARTICLE XI hereof. Without the prior written consent of each of the other parties heretoParties, this Agreement and the rights hereunder may not be assigned by any of the parties heretoParties; provided, however, that Buyer may collaterally the Purchaser may, without the prior written consent of any other Party, assign this Agreement and or any portion of any right, title, interest or all rights obligation hereunder to (i) one or more Affiliates (provided that no such assignment shall relieve Purchaser of any lender to Buyer providing financing in connection with the transactions contemplated hereby; provided, further, that Buyer may assign this Agreement and any or all rights hereunder to a wholly-owned subsidiary of Buyer; provided, further, that Buyer shall in each such case remain liable for its obligations under this Agreement. Upon Agreement and, accordingly, the Purchaser shall remain liable for all of such obligations under this Agreement notwithstanding any such permitted assignment), (ii) any lender(s) as collateral security, or (iii) following the references in Closing, to a subsequent purchaser of all or substantially all of the equity securities or assets of the Company (provided that no such assignment shall relieve Purchaser of any of its obligations under this Agreement to Buyer shall also apply that arise in respect of periods prior to such assignee unless the context otherwise requiresassignment).