Common use of No Assignment or Benefit to Third Parties Clause in Contracts

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party may assign (including by gift) any of its rights (other than, in the case of the Members, assignments of rights to payment for bona fide estate planning purposes to any Person other than an employee of the Group Companies) or delegate any of its obligations under this Agreement without the prior written consent of Buyer and the Securityholder Representative and any purported assignment in violation of the foregoing shall be null and void ab initio; provided that Buyer may assign any of its rights or delegate any of its duties under this Agreement to any Affiliate of Buyer, with the understanding that no such assignment shall relieve Buyer of its obligations hereunder. Except as expressly set forth herein in Section 6.7 or Article 8, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, the Company, the Securityholders and the Securityholder Representative, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective (as applicable) successors, legal representatives representatives, heirs, executors, and permitted assigns. Notwithstanding the foregoing, no No party may assign (including by gift) any of its rights (other than, in the case of the Members, assignments of rights to payment for bona fide estate planning purposes to any Person other than an employee of the Group Companies) or delegate any of its obligations under this Agreement without the prior written consent of Buyer and the Securityholder Representative other parties and any purported assignment in violation of the foregoing shall be null and void ab initio; provided provided, however, that Buyer may the Purchaser and the Parent shall be entitled to assign or delegate this Agreement or all or any part of its rights or delegate obligations hereunder to any one or more Affiliates of its duties the Purchaser or the Parent; provided further, however, that any such assignment or delegation by the Purchaser and/or the Parent shall not release the Purchaser or the Parent from liability for the full and prompt performance of all of their obligations under this Agreement to any Affiliate of Buyer, with the understanding that no such assignment shall relieve Buyer of its obligations hereunderAgreement. Except as expressly set forth herein in Section 6.7 6.6 or Article 8, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyerthe Purchaser, the Parent, the Company, the Securityholders and the Securityholder RepresentativeSellers, and their respective (as applicable) successors, legal representatives representatives, heirs, executors, and permitted assigns, any rights, benefits benefits, or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party No Party may assign (including by gift) any of its rights (other than, in the case of the Members, assignments of rights to payment for bona fide estate planning purposes to any Person other than an employee of the Group Companies) or delegate any of its obligations under this Agreement without the prior written consent of Buyer and the Securityholder Representative each other Party, except as provided in Section 9.6, and any purported assignment or delegation in violation of the foregoing hereof shall be null and void ab initiovoid; provided provided, however, that Buyer may (i) Parent shall be permitted, without the consent of Stockholder or the Company, to assign any of its rights or delegate any of its duties and obligations under this Agreement to any Affiliate of Buyerits Subsidiaries or Affiliates or to any financing source for security purposes, with and the understanding enforcement of all rights and remedies that no Parent has against Stockholder or the Company; provided that, notwithstanding any such assignment assignment, Parent shall relieve Buyer remain responsible for all of its obligations hereunderpursuant to this Agreement. Except as expressly set forth herein in Section 6.7 or Article 8, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than BuyerParent, Merger Sub, Stockholder, the Company, the Securityholders and Indemnified Parties, the Securityholder Representative, Released Related Parties or any Released Related Party of a Released Related Party and their respective successors, legal representatives and permitted assigns, assigns any rights, benefits rights or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no No party may assign (including by gift) any of its rights (other than, in the case of the Members, assignments of rights to payment for bona fide estate planning purposes to any Person other than an employee of the Group Companies) or delegate any of its obligations under this Agreement without the prior written consent of Buyer and the Securityholder Representative and any purported assignment in violation of the foregoing shall be null and void ab initio; provided that Buyer may assign any of its rights or delegate any of its duties obligations under this Agreement to Agreement, by operation of Law or otherwise, without the prior written consent of the other parties hereto, except as provided in Sections 2.5 and 9.5, and any Affiliate attempted or purported assignment in violation of Buyer, with the understanding that no such assignment this Section 9.3 shall relieve Buyer of its obligations hereunderbe null and void. Except as expressly set forth herein in Section 6.7 or Article 8the immediately following sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, the CompanySeller Parties, Sellers’ Representative, the Securityholders and the Securityholder Representative, Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits rights or remedies under or by reason of this Agreement.. Notwithstanding the foregoing, (i) from and after the Closing, each present and former director and officer of any Company shall be an express third party beneficiary of Section 5.13 and (ii) the Financing Sources shall be third party beneficiaries of the provisions of Sections 8.2(a), 8.2(d) and 9.8 (

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoingforegoing but subject to Section 11.5, no party to this Agreement may assign (including by gift) any of its rights (other than, in the case of the Members, assignments of rights to payment for bona fide estate planning purposes to any Person other than an employee of the Group Companies) or delegate any of its obligations under this Agreement without the prior written consent of Buyer and the Securityholder Representative other party hereto and any purported assignment in violation of the foregoing shall be null and void ab initiovoid; provided provided, that the Buyer may assign this Agreement and any or all of its rights and interests hereunder to one or delegate any more of its duties under this Agreement to any Affiliate of Buyer, with the understanding that no such assignment shall relieve Buyer Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as the Buyer is not relieved of any liability or obligations hereunder. Except as expressly set forth herein in this Section 6.7 11.3, Section 11.15 or Article 8IX (with respect to each Indemnified Party), nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, the Company, the Securityholders Buyer and the Securityholder RepresentativeSeller, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party Party may assign (including by gift) any of its rights (other than, in the case of the Members, assignments of rights to payment for bona fide estate planning purposes to any Person other than an employee of the Group Companies) or delegate any of its obligations under this Agreement without the prior written consent of Buyer and (in the Securityholder case of an assignment by any Seller or, prior to the Closing, the Company) or the Sellers’ Representative (in the case of any assignment by Buyer or, after the Closing, the Company), and any purported assignment in violation of the foregoing shall be null and void ab initio; provided , except that Buyer may assign any of its rights or delegate any of its duties under this Agreement and any or all rights hereunder to one or more Affiliates of Buyer without the prior written consent of the Sellers’ Representative, but any Affiliate of Buyer, with the understanding that no such assignment shall not relieve Buyer of any of its obligations hereunder. Except as expressly set forth herein in Section 6.7 or Article 87, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, the CompanyAcquired Companies, the Securityholders and the Securityholder RepresentativeSellers, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement.