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 their respective successors and permitted assigns. No provision of this Agreement 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. This Agreement may not be assigned by any of the parties hereto; provided, however, that Parent may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to (a) a wholly owned Subsidiary of Parent, in which event all of the rights and powers of Parent and remedies available to Parent under this Agreement shall extend to and be enforceable by such Subsidiary or (b) from and after the Closing, any Person who acquires Parent, whether by way of merger or the purchase of all of Parent’s outstanding capital stock or substantially all of Parent’s assets. In the event of any such assignment and delegation, the term “Parent” as used in this Agreement shall be deemed to refer to such Subsidiary or successor of Parent, as the case may be, where reference is made with respect to actions to be taken with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, and shall be deemed to include both Parent and such Subsidiary or successor of Parent, as the case may be, where appropriate.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No provision of this Agreement 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. This Agreement may not be assigned by any of the parties hereto; provided, however, that Parent Buyer may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to (ai) a wholly owned Subsidiary of ParentBuyer, in which event all of the rights and powers of Parent Buyer and remedies available to Parent Buyer under this Agreement shall extend to and be enforceable by such Subsidiary (provided that Buyer remains jointly and severally liable with such assignee for any obligations of Buyer hereunder after such assignment) or (bii) from and after the Closing, any Person who acquires ParentBuyer, whether by way of merger or the purchase of all of ParentBuyer’s outstanding capital stock or substantially all of ParentBuyer’s assets. In the event of any such assignment and delegation, the term “ParentBuyer” as used in this Agreement shall be deemed to refer to such Subsidiary or successor of ParentBuyer, as the case may be, where reference is made with respect to actions to be taken with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, and shall be deemed to include both Parent Buyer and such Subsidiary or successor of ParentBuyer, as the case may be, where appropriate.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No Except for Section 2.8.6 and Section 6.13 (which are intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons), no provision of this Agreement 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. This Agreement may not be assigned by any of the parties hereto; provided, however, that Parent may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to (ai) a wholly wholly-owned Subsidiary of Parent, in which event all of the rights and powers of Parent and remedies available to Parent under this Agreement shall extend to and be enforceable by such Subsidiary (provided that Parent remains jointly and severally liable with such assignee for any obligations of Parent hereunder after such assignment) or (bii) from and after the Closing, any Person who acquires Parent, whether by way of merger or the purchase of all of Parent’s outstanding capital stock or substantially all of Parent’s assets. In the event of any such assignment and delegation, the term “Parent” as used in this Agreement shall be deemed to refer to such Subsidiary or successor of Parent, as the case may be, where reference is made with respect to actions to be taken with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, and shall be deemed to include both Parent and such Subsidiary or successor of Parent, as the case may be, where appropriate.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No Except for Section 2.7 (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons), no provision of this Agreement 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. This Agreement may not be assigned by any of the parties hereto; provided, however, that Parent may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to (ai) a wholly wholly-owned Subsidiary of Parent, in which event all of the rights and powers of Parent and remedies available to Parent under this Agreement shall extend to and be enforceable by such Subsidiary or (bii) from and after the Closing, any Person who acquires Parent, whether by way of merger or the purchase of all of Parent’s 's outstanding capital stock or substantially all of Parent’s 's assets. In the event of any such assignment and delegation, the term “"Parent” " as used in this Agreement shall be deemed to refer to such Subsidiary or successor of Parent, as the case may be, where reference is made with respect to actions to be taken with respect to the transactions contemplated by this Agreement and the Ancillary AgreementsTransactions, and shall be deemed to include both Parent and such Subsidiary or successor of Parent, as the case may be, where appropriate.

Binding Effect; Persons Benefiting; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No provision of this Agreement 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. This Agreement may not be assigned by any of the parties hereto; provided, however, that Parent Buyer may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to (ai) a wholly owned Subsidiary of ParentBuyer, in which event all of the rights and powers of Parent Buyer and remedies available to Parent Buyer under this Agreement shall extend to and be enforceable by such Subsidiary (provided that the original Buyer remains responsible for its payment obligations hereunder) or (bii) from and after the Closing, any Person who acquires ParentBuyer, whether by way of merger or the purchase of all of ParentBuyer’s outstanding capital stock or substantially all of ParentBuyer’s assets. In the event of any such assignment and delegation, the term “ParentBuyer” as used in this Agreement shall be deemed to refer to such Subsidiary or successor of ParentBuyer, as the case may be, where reference is made with respect to actions to be taken with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, and shall be deemed to include both Parent Buyer and such Subsidiary or successor of ParentBuyer, as the case may be, where appropriate.