Common use of Succession and Assignment; No Third-Party Beneficiary Clause in Contracts

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that the Buyer may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that the Buyer may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto Parties and their respective permitted successors and permitted assigns, each of which such permitted successors and permitted assigns will be deemed to be a party hereto Party for all purposes hereof. No party Neither Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; providedParty. Notwithstanding the foregoing, howeverwithout the consent of the other Party, that the Buyer each Party may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates or any successor in interest to such Party by way of merger, acquisition, sale or transfer of all or substantially all of the business and assets of such Party to which this Agreement relates, and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer the assigning Party is not relieved of any Liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties Parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties Parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will shall be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that any of the Buyer Purchasers may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer such Purchaser is not relieved of any Liability liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that the any Buyer may (ai) assign any or all of its rights and interests hereunder to one or more of its Affiliates and or, solely with respect to the period following the Closing, to any purchaser of all or substantially all the assets of such Buyer or any such assignee of such Buyer; (bii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases such Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder, in each case, so long as ); or (iii) collaterally assign its rights under this Agreement to any financial or lending institution providing financing to Buyer is not relieved or any Affiliate of any Liability hereundersuch Buyer. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this This Agreement will shall be binding upon and inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns, each of which assigns and all such successors and permitted assigns will shall be deemed to be a party hereto for all purposes hereof. No party Party may assign, delegate delegate, or otherwise transfer either this Agreement or any of its their rights, interests, or obligations hereunder without the prior written approval consent of BSI and the other partiesBuyer; providedprovided that Buyer shall be permitted to assign this Agreement and its rights, howeverinterests, and obligations hereunder to any directly or indirectly wholly owned Subsidiary of Parent; provided that the Buyer may (a) assign no such assignment shall relieve the Buyer of any or all of its rights and interests obligations hereunder to one or more of its Affiliates and (b) designate one the Buyer may not assign any rights, interests, or more obligations without the consent of its Affiliates the other Party if such assignment could cause the Tax treatment set forth in Section 8.12.4 and Section 8.12.9 not to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunderapply. Except as expressly provided hereinset forth in Sections 8.10, 11.2, 11.15, and 11.16 (each of which shall be for the benefit of, and shall be enforceable by, the Persons named therein), this Agreement is for the sole benefit of the parties Parties and their permitted successors and assignees permitted assigns and nothing herein expressed or implied will shall give or be construed to give any Person, other than the parties Parties and such successors and assigneespermitted assigns, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, that the Buyer may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties Parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties Parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors (including successors following the merger, amalgamation, liquidation, dissolution or similar event of any of the parties hereto) and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that GMCR or the Buyer may (a) assign any or all of its their rights and interests hereunder to one or more of its their Affiliates and or successors by merger or amalgamation, (b) designate one or more of its their Affiliates to perform its obligations hereunder, and (c) make their secured lenders the collateral transferee beneficiary hereof, in each case, so long as Buyer is and GMCR are not relieved of any Liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, ; each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder (other than transfers by operation of Law) without the prior written approval of the other parties; provided, however, that Buyer may, without the Buyer may prior written consent of the other parties (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as each of Buyer is and Parent remains obligated hereunder as provided herein and such assignment does not relieved adversely affect the rights of any Liability hereunderthe Sellers and Owners with respect to the Earn-Out and the achievement thereof. Except as expressly provided hereinset forth in Article 7 with respect to Indemnified Persons who in each case are not parties to this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted successors and assignees assigns and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assigneesassigns, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder (other than transfers by operation of law) without the prior written approval of the other parties; provided, however, that the Buyer may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder; provided, in each casehowever, so long as that such assignment or designation shall not relieve Buyer is not relieved of any Liability its obligations hereunder. Except as expressly provided hereinset forth in Section 9 with respect to Indemnified Persons who are not parties to this Agreement, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto Parties and their respective permitted successors and permitted assigns, each of which such permitted successors and permitted assigns will be deemed to be a party hereto Party for all purposes hereof. No party Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; providedParties. Notwithstanding the foregoing, howeverwithout the consent of the other Parties, that the Buyer each Party may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates or any successor in interest to such Party by way of merger, acquisition, sale or transfer of all or substantially all of the business of such Party to which this Agreement relates, and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer the assigning Party is not relieved of any Liability liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties Parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties Parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this This Agreement will shall be binding upon and inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns, each of which assigns and all such successors and permitted assigns will shall be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this This Agreement or any of its and the rights, interests, interests or obligations hereunder without may not be assigned by any of the Parties, except with the prior written approval of the other parties; provided, however, that the Buyer may (a) the Sellers’ Representative, in the case of assignment by Buyer, or (b) Buyer, in the case of assignment by any other Party. Any attempt to do so without the required consent will be null and void ab initio. Notwithstanding the foregoing, Buyer may assign any or all of its rights and rights, interests or obligations hereunder to one or more any of its Affiliates without obtaining the consent of any other Party; provided that (i) no such assignment shall relieve the Buyer of any of its obligations hereunder and (bii) designate one Buyer may not assign any rights, interests or more obligations without the consent of its Affiliates the other Party if such assignment could adversely affect the Sellers’ (or their direct or indirect owners’) expected Tax consequences in connection with the Transactions or cause the Tax treatment set forth in Section 7.12.4 not to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunderapply. Except as expressly provided hereinset forth in Sections 7.10 , 10.2, 10.15, and 10.16 (each of which shall be for the benefit of, and shall be enforceable by, the Persons named therein), this Agreement is for the sole benefit of the parties Parties and their permitted successors and assignees permitted assigns and nothing herein expressed or implied will shall give or be construed to give any Person, other than the parties Parties and such successors and assigneespermitted assigns, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will shall be deemed to be a party hereto for all purposes hereof; provided, however, that prior to or after the Closing, the Buyer may assign all of its rights hereunder to (i) any Affiliate of the Buyer, provided that no such assignment shall relieve the Buyer of its obligations hereunder, (ii) any financial institution, lender, or investor providing to the Buyer debt or equity financing in connection with the Contemplated Transactions, provided that no such assignment shall relieve the Buyer of its obligations hereunder, or (iii) any Person that acquires, by purchase of stock, purchase of assets, merger, or other form of transaction, all or substantially all of the business and assets of the Buyer or its Subsidiaries. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that the Buyer may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and permitted assignees and nothing herein expressed or implied will shall give or be construed to give any Person, other than the parties and such successors and permitted assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors and permitted assigns, each of which assigns and all such successors and permitted assigns will shall be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this This Agreement or any of its and the rights, interests, interests or obligations hereunder without may not be assigned by any of the Parties, except with the prior written approval of (a) the Seller, in the case of assignment by the Buyer, or (b) the Buyer, in the case of assignment by any other parties; providedParty. Any attempt to do so without the required consent will be null and void ab initio. Notwithstanding the foregoing, however, that the Buyer may (a) assign any or all of its rights and rights, interests or obligations hereunder to one or more of its Affiliates and (b) designate one or more without obtaining the consent of any other Party; provided that no such assignment shall relieve the Buyer of any of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunder. Except as expressly provided hereinset forth in Sections 12.1, and 12.14 (each of which shall be for the benefit of, and shall be enforceable by, the Persons named therein), this Agreement is for the sole benefit of the parties Parties and their permitted successors and assignees permitted assigns and nothing herein expressed or implied will shall give or be construed to give any Person, other than the parties Parties and such successors and assigneespermitted assigns, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder (other than transfers by operation of law) without the prior written approval of the other parties; provided, however, that the Buyer Parent may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder, provided that any such assignment or designation shall in each caseno event limit, so long as Buyer is not relieved of any Liability reduce or release Parent’s obligations hereunder. Except as expressly provided hereinset forth in Section 9 with respect to Indemnified Persons who are not parties to this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other partiesparties which approval shall not be unreasonably withheld; provided, however, that the Buyer ViaCell may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer ViaCell is not relieved of any Liability hereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective successors (including if applicable and if applicable laws so provide, any successor by reason of merger, amalgamation or statutory arrangement) and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that the Buyer may (a) assign any party which shall not be unreasonably withheld or all of its rights and interests hereunder to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunderdelayed. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and permitted assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 9 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other partiesParties; provided, however, that the Buyer may may: (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any provider of financing; and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any Liability hereunder; and provided, further, that Buyer may assign any or all of its rights and interests hereunder to one or more Persons in connection with any sale of the Shares acquired hereunder or any other direct or indirect change of control of the Company following the Closing. Except as expressly provided herein, this Agreement is for the sole benefit of the parties Parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties Parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors and permitted assigns, each of which assigns and all such successors and permitted assigns will shall be deemed to be a party hereto for all purposes hereof. No party Party may assign, delegate delegate, or otherwise transfer either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written approval consent of Buyer and the other partiesSeller; provided, however, that the Buyer may (a) assign any or all of its rights and interests hereunder to one or more of their respective Affiliates or to any of its Affiliates and financing sources, (b) designate one or more of its Affiliates to perform its obligations hereunder, and (c) assign any or all of its rights or obligations hereunder to any purchaser of all or substantially all of its assets or businesses, in each casecase without any required consent from any other party hereto; provided, so long as Buyer is not relieved further that the Company may assign all or any part of their rights and interests hereunder to a bank or any Liability hereunderother financial institution or any Person or entity from which the Company thereof has obtained, or will obtain, financing. Except as expressly provided herein, this This Agreement is for the sole benefit of the parties Parties and their permitted successors and assignees permitted assigns and nothing herein expressed or implied will shall give or be construed to give any Person, other than the parties Parties and such successors and assigneespermitted assigns, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder (other than transfers by operation of law) without the prior written approval of the other parties; provided, however, that the Buyer may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (b) 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 hereunder. Except as expressly provided hereinset forth in Section 5 with respect to Indemnified Persons who are not parties to this Agreement, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the foregoing, the Buyer Indemnified Persons and the Seller Indemnified Persons shall be considered third party beneficiaries of this Agreement with respect to Section 10 hereof.