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 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns, each of which such permitted successors and permitted assigns shall be deemed to be party hereto for all purposes hereof. The Seller may assign or otherwise transfer any or all of its rights or interests under this Agreement to receive any Milestone Payment (or Milestone Buyout, as applicable) from Buyer, with the consent of the Buyer, which such consent shall not be unreasonably withheld or delayed, and provided further, that the Seller shall have entered into an indemnity and release in favor of the Buyer, confirming that Buyer’s obligations to the Seller to make any Milestone Payment or Milestone Buyout payment shall be deemed to be discharged and satisfied in full to the extent Buyer makes such payments to the Seller’s designated assignee in accordance with the written payment instructions furnished to the Buyer by or on behalf of the Seller, in form and substance reasonably satisfactory to Buyer. The Buyer, and other than as provided in the prior sentence, the Seller, may not 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 party. Notwithstanding the foregoing, without the consent of the other party, (a) each party hereto may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as the assigning party is not relieved of any Liability hereunder, and (b) the Buyer may assign and delegate this Agreement and all of its rights, interests and obligations hereunder to Qualified Successor (i) in connection with Change of Control of Buyer with such Qualified Successor or (ii) in connection with Product Transfer to such Qualified Successor, so long as, in the case of subsections (b)(i) and (b)(ii) of this Section 12.2, such Qualified Successor unconditionally assumes all of the Buyer’s Liabilities under this Agreement. Any such assignment and delegation of this Agreement made in conformity with subsection (b) of this Section 12.2 shall operate to relieve the Buyer of its liabilities and obligations hereunder if such Qualified Successor expressly and unconditionally agrees in writing with Seller that it shall be bound by and shall assume, pay and perform all of the Buyer’s obligations as set forth in Section 2.5.3 of this Agreement. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their permitted successors and permitted assignees and nothing herein expressed or implied shall give or be construed to give any Person, other than the parties hereto 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 shall will be binding upon and inure to the benefit of the parties Parties hereto and their respective permitted successors and permitted assigns, each of which such permitted successors and permitted assigns shall will be deemed to be party a Party hereto for all purposes hereof. The Seller No Party may assign or otherwise transfer any or all of its rights or interests under this Agreement to receive any Milestone Payment (or Milestone Buyout, as applicable) from Buyer, with the consent of the Buyer, which such consent shall not be unreasonably withheld or delayed, and provided further, that the Seller shall have entered into an indemnity and release in favor of the Buyer, confirming that Buyer’s obligations to the Seller to make any Milestone Payment or Milestone Buyout payment shall be deemed to be discharged and satisfied in full to the extent Buyer makes such payments to the Seller’s designated assignee in accordance with the written payment instructions furnished to the Buyer by or on behalf of the Seller, in form and substance reasonably satisfactory to Buyer. The Buyer, and other than as provided in the prior sentence, the Seller, may not 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 party. Notwithstanding Parties; provided, however, that the foregoing, without the consent of the other party, Purchaser and/or Merger Sub may (a) each party hereto may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, Affiliates or in a Rights Transfer Event to any Person and (iib) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as no such assignment shall limit, affect or relieve the assigning party is not relieved of assignor from any Liability hereunder, and (b) the Buyer may assign and delegate this Agreement and all of its rights, interests and obligations liability hereunder to Qualified Successor (i) in connection with Change of Control of Buyer with such Qualified Successor or (ii) in connection with Product Transfer to such Qualified Successor, so long asunless, in the case of subsections (b)(i) and (b)(ii) of this Section 12.2a Rights Transfer Event, the acquirer in connection with such Qualified Successor unconditionally assumes assignment agrees to assume all of the Buyer’s Liabilities under this Agreement. Any such assignment and delegation of this Agreement made in conformity with subsection (b) of this Section 12.2 shall operate to relieve the Buyer of its liabilities and obligations hereunder if such Qualified Successor expressly and unconditionally agrees in writing with Seller that it shall be bound by and shall assume, pay and perform all of the BuyerPurchaser’s obligations as set forth under Section 4.7 in Section 2.5.3 of this Agreementa writing enforceable by the Holder Representative. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and Parties, their permitted successors and permitted assignees and the Indemnified Parties (with the Indemnified Parties, with respect to Article VIII, and the D&O Indemnified Parties, with respect to Section 7.12, being express third party beneficiaries) and nothing herein expressed or implied shall will give or be construed to give any Person, other than the parties hereto Parties and such successors and assignees, any legal or equitable rights hereunder. Notwithstanding the anything in this Section 10.7 to the contrary, Section 10.5 (Holder 90 Representative) shall be binding upon, and enforceable by the Holder Representative against, the Participating Holders.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement shall will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns, each of which such permitted successors and permitted assigns shall will be deemed to be a party hereto for all purposes hereof. The Seller No party may assign or otherwise transfer any or all of its rights or interests under this Agreement to receive any Milestone Payment (or Milestone Buyout, as applicable) from Buyer, with the consent of the Buyer, which such consent shall not be unreasonably withheld or delayed, and provided further, that the Seller shall have entered into an indemnity and release in favor of the Buyer, confirming that Buyer’s obligations to the Seller to make any Milestone Payment or Milestone Buyout payment shall be deemed to be discharged and satisfied in full to the extent Buyer makes such payments to the Seller’s designated assignee in accordance with the written payment instructions furnished to the Buyer by or on behalf of the Seller, in form and substance reasonably satisfactory to Buyer. The Buyer, and other than as provided in the prior sentence, the Seller, may not assign, delegate or otherwise transfer either this Agreement or any of his, her or its rights, interests interests, or obligations hereunder without the prior written approval of the other party. Notwithstanding parties (with the foregoing, without the consent Sellers’ Representative acting for all of the other partySeller Parties); provided, however, that either of the Buyer Parties may (a) each party hereto may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and Affiliates or (iib) designate one or more of its Affiliates to perform its obligations hereunder; provided, in each casefurther, so long as that no such assignment will relieve the assigning party is not relieved of any Liability hereunder, and (b) the Buyer may assign and delegate this Agreement and all of its rights, interests and obligations hereunder to Qualified Successor (i) in connection with Change of Control of Buyer with such Qualified Successor or (ii) in connection with Product Transfer to such Qualified Successor, so long as, in the case of subsections (b)(i) and (b)(ii) of this Section 12.2, such Qualified Successor unconditionally assumes all of the Buyer’s Liabilities under this Agreement. Any such assignment and delegation of this Agreement made in conformity with subsection (b) of this Section 12.2 shall operate to relieve the Buyer of its liabilities and obligations hereunder if such Qualified Successor expressly and unconditionally agrees in writing with Seller that it shall be bound by and shall assume, pay and perform all of the Buyer’s obligations as set forth in Section 2.5.3 of this Agreementhereunder. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their permitted successors and permitted assignees and nothing herein expressed or implied shall 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, including any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment. Notwithstanding anything to the contrary contained in this Agreement, no provision of this Agreement is intended to, or does, constitute the establishment of, or an amendment to, any Company Plan or any other employee benefit plan, program, policy, agreement or other arrangement of any of the Group Companies, the Buyer Parties or any of their Affiliates. Notwithstanding the foregoing, each Debt Financing Source is an express third party beneficiary of Section 8.3.4, the last two sentences of this Section 11.3, the last sentence of Section 11.4, the proviso contained in the last sentence of Section 11.11, Section 11.12.3 and Section 11.17. In addition, the Company Related Parties agree that no Debt Financing Source will be subject to liability or claims (whether legal or equitable, arising under contract, tort or otherwise) by Company Related Parties arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or in connection with the Debt Financing, or the performance of services by such Debt Financing Sources with respect to the foregoing; provided, however, that this sentence will not apply, for avoidance of doubt, to any Buyer Related Party and their respective rights and remedies under the Debt Commitment Letter or the definitive documents related to the Debt Financing; provided, further, that nothing in this Agreement will limit the liability or obligations of the Debt Financing Sources to any Buyer Party and its Affiliates under the Debt Commitment Letter or any definitive documents related to the Debt Financing.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns, each of which assigns and all such permitted successors and permitted assigns shall be deemed to be a party hereto for all purposes hereof. The Seller No party may assign or otherwise transfer any or all of its rights or interests under this Agreement to receive any Milestone Payment (or Milestone Buyout, as applicable) from Buyer, with the consent of the Buyer, which such consent shall not be unreasonably withheld or delayed, and provided further, that the Seller shall have entered into an indemnity and release in favor of the Buyer, confirming that Buyer’s obligations to the Seller to make any Milestone Payment or Milestone Buyout payment shall be deemed to be discharged and satisfied in full to the extent Buyer makes such payments to the Seller’s designated assignee in accordance with the written payment instructions furnished to the Buyer by or on behalf of the Seller, in form and substance reasonably satisfactory to Buyer. The Buyer, and other than as provided in the prior sentence, the Seller, may not 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 party. Notwithstanding parties hereto; provided that, notwithstanding the foregoing, Purchaser may, without the consent of the other party, (a) each party hereto may (i) assign TWG or any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunderassign, in each casewhole or in part, so long as the assigning party is not relieved of any Liability hereunder, and (b) the Buyer may assign and delegate its rights under this Agreement and all to any of its rightsthe Debt Financing Sources as collateral security. Any purported assignment, interests and obligations hereunder to Qualified Successor (i) delegation or other transfer in connection with Change of Control of Buyer with such Qualified Successor or (ii) in connection with Product Transfer to such Qualified Successor, so long as, in the case of subsections (b)(i) and (b)(ii) breach of this Section 12.2, such Qualified Successor unconditionally assumes all 8.05 shall be null and void ab initio. Except for the rights of the Buyer’s Liabilities Non-Recourse Parties under this Agreement. Any such assignment Section 8.10, Skadden under Section 8.11 and delegation of this Agreement made in conformity with subsection (bthe TPG Shareholders under Section 5.19(b), Section 5.21(d) of this and Section 12.2 shall operate to relieve the Buyer of its liabilities and obligations hereunder if such Qualified Successor expressly and unconditionally agrees in writing with Seller that it shall be bound by and shall assume, pay and perform all of the Buyer’s obligations as set forth in Section 2.5.3 of this Agreement. Except as expressly provided herein5.22, this Agreement is for the sole benefit of the parties hereto and their permitted successors and permitted assignees assigns and nothing herein expressed or implied 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 Debt Financing Sources are express third party beneficiaries of, and shall be entitled to enforce, the rights of the Debt 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 or the Original Merger Agreement as characterizations of actual facts or circumstances as of the Original Execution Date, the Execution Date or as of any other date.

Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement shall will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns, each of which such permitted successors and permitted assigns shall will be deemed to be a party hereto for all purposes hereof. The Seller No party may assign or otherwise transfer any or all of its rights or interests under this Agreement to receive any Milestone Payment (or Milestone Buyout, as applicable) from Buyer, with the consent of the Buyer, which such consent shall not be unreasonably withheld or delayed, and provided further, that the Seller shall have entered into an indemnity and release in favor of the Buyer, confirming that Buyer’s obligations to the Seller to make any Milestone Payment or Milestone Buyout payment shall be deemed to be discharged and satisfied in full to the extent Buyer makes such payments to the Seller’s designated assignee in accordance with the written payment instructions furnished to the Buyer by or on behalf of the Seller, in form and substance reasonably satisfactory to Buyer. The Buyer, and other than as provided in the prior sentence, the Seller, may not 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 party. Notwithstanding parties; provided, however, that the foregoing, without the consent of the other party, Buyer may (a) each party hereto may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder so long as the Buyer is not relieved of any liability or obligations hereunder, (ib) assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform its obligations hereunder and (c) assign any or all of its rights and interests hereunder to one or more of its AffiliatesAffiliates or to any provider of financing as collateral security; and provided, and (ii) designate one or more of its Affiliates to perform its obligations hereunderfurther, in each case, so long as that the assigning party is not relieved of any Liability hereunder, and (b) the Buyer Sellers may assign and delegate this Agreement and any or all of its rights, their rights and interests and obligations hereunder to Qualified Successor (i) in connection with Change of Control of Buyer with such Qualified Successor or (ii) in connection with Product Transfer to such Qualified Successor, so long as, in the case of subsections (b)(i) and (b)(ii) of this Section 12.2, such Qualified Successor unconditionally assumes all of the Buyer’s Liabilities under this Agreement. Any such assignment and delegation of this Agreement made in conformity with subsection (b) of this Section 12.2 shall operate to relieve the Buyer of its liabilities and obligations hereunder if such Qualified Successor expressly and unconditionally agrees in writing with Seller that it shall be bound by and shall assume, pay and perform all of the Buyer’s obligations as set forth in Section 2.5.3 of this AgreementXxxx. Except as expressly provided hereinherein and the rights set forth in Section 6 with respect to the Buyer Indemnified Persons and the Seller Indemnified Persons, this Agreement is for the sole benefit of the parties hereto and their permitted successors and permitted assignees and nothing herein expressed or implied shall 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. For the avoidance of doubt, it is hereby acknowledged and agreed by the parties hereto that a Buyer Indemnified Person or Seller Indemnified Person that is not party hereto is intended to be an express third party beneficiary of this Agreement.