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 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, in each case, so long as Parent is not relieved of any Liability hereunder. Except as expressly provided herein (including (i) the rights of the Company’s stockholders to receive the Merger consideration at the Effective Time, (ii) the rights of the holders of the Company Stock Options to receive the consideration set forth in Section 3.02, (iii) the right of the Company, on behalf of its stockholders, to pursue damages in the event of Parent’s or Merger Sub’s willful breach of this Agreement, which is hereby acknowledged and agreed by Parent and Merger Sub, (iv) the rights of the Company Released Parties under Section 6.13, (v) the rights of the directors of Mecar SA under Section 6.14 and (vi) the rights of the Indemnified Parties under Section 6.16), 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.

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 hereto 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 (it being understood that for any such assignment by Xxxxx, only the consent of Seller shall be required); provided, however, that Parent may Buyer may, without the prior written consent of any other party hereto: (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any acquirer of the assets or equity of Buyer, the Company or its Subsidiaries, whether directly or indirectly, in a single or series of transactions, and regardless of the form or structure of such transaction or transactions, (b) collaterally assign any or all of its rights and interests hereunder to any lender to the Company or its Affiliates and (bc) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Parent Buyer is not relieved of any Liability hereunder. Except with respect to the indemnification rights set forth in Article VIII or as otherwise expressly provided herein (including clause (ib) the rights of the Company’s stockholders to receive the Merger consideration at the Effective Time, (ii) the rights of the holders of the Company Stock Options to receive the consideration set forth in Section 3.02, (iii) the right of the Company, on behalf of its stockholders, to pursue damages in the event of Parent’s or Merger Sub’s willful breach of this Agreement, which is hereby acknowledged and agreed by Parent and Merger Sub, (iv) the rights of the Company Released Parties under Section 6.13, (v) the rights of the directors of Mecar SA under Section 6.14 and (vi) the rights of the Indemnified Parties under Section 6.16above), this Agreement is for the sole benefit of the parties hereto and their permitted successors and assignees assignees, and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and assignees, any legal or equitable rights hereunder.. Section 11.3

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 Other than Permitted Transfers of the right to receive Milestone Payments, 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 partiesBuyer and the Company; provided, however, that Parent 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 that in each case, so long as Parent is not relieved Buyer shall remain primarily liable for all of any Liability its obligations and Liabilities hereunder. Except as expressly provided herein (including (i) the rights of the Company’s stockholders to receive the Merger consideration at the Effective Time, (ii) the rights of the holders of the Company Stock Options to receive the consideration set forth in Section 3.02, (iii) the right of the Company, on behalf of its stockholders, to pursue damages in the event of Parent’s or Merger Sub’s willful breach of this Agreement, which is hereby acknowledged and agreed by Parent and Merger Sub, (iv) the rights of the Company Released Parties under Section 6.13, (v) the rights of the directors of Mecar SA under Section 6.14 and (vi) the rights of the Indemnified Parties under Section 6.16)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, except with respect to Section 6.5 (with respect to which the Company Indemnified Parties shall be third party beneficiaries). Notwithstanding the foregoing, (i) the Stockholders’ Representatives shall be entitled, on behalf of the Equityholders, to enforce this Agreement pursuant to Section 10.12, and (ii) nothing in the immediately preceding sentence shall limit the right of the Equityholder Indemnified Persons to be indemnified and held harmless pursuant to Section 8.2. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

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 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 delegate, or otherwise transfer either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval consent of each of the other partiesparties hereto; providedprovided that, howevernotwithstanding the foregoing, that the Company (and, following the Closing, the Surviving Corporation) may, without the consent of Parent may (a) assign or 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 hereunderAffiliates, assign, in each casewhole or in part, so long its rights under this Agreement to any of the Financing Sources as Parent is not relieved collateral security. Any purported assignment, delegation or other transfer in breach of any Liability hereunderthis Section 8.05 shall be null and void ab initio. Except as expressly provided herein (including (i) for the rights of the Company’s stockholders to receive the Merger consideration at the Effective Time, (ii) the rights of the holders of the Company Stock Options to receive the consideration set forth in Section 3.02, (iii) the right of the Company, on behalf of its stockholders, to pursue damages in the event of Parent’s or Merger Sub’s willful breach of this Agreement, which is hereby acknowledged and agreed by Parent and Merger Sub, (iv) the rights of the Company Released Non-Recourse Parties under Section 6.13, (v) the rights of the directors of Mecar SA 8.10 and Skadden under Section 6.14 and (vi) the rights of the Indemnified Parties under Section 6.16)8.11, this Agreement is for the sole benefit of the parties hereto 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 hereto and such successors and assigneespermitted assigns, any legal or equitable rights hereunder, including the right to rely upon the representations and warranties set forth herein; provided that, notwithstanding the foregoing, the Financing Sources are express third party beneficiaries of, and shall be entitled to enforce, the rights of the Financing Sources set forth in Sections 8.02, 8.04, 8.09, 8.10 and this Section 8.05. 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. Consequently, 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 date of this Agreement or as of any other date.