Common use of Assignment; Successors and Assigns; No Third Party Rights Clause in Contracts

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by any party hereto by operation of law or otherwise, and any attempted assignment shall be null and void; provided that, (a) without the consent of any other parties hereto, each Investor may assign its rights hereunder to one or more Affiliates of such Investor, and (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assignee. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except as set forth in Section 8.2, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by any party hereto by operation of law or otherwise, and any attempted assignment shall be null and void; provided that, (a) without the consent of the Company, Parent and Merger Sub shall be permitted to make a collateral assignment of this Agreement to any other parties hereto, each Investor financial institution and Merger Sub may assign its rights hereunder to one or more Affiliates wholly-owned Subsidiaries of Parent or Merger Sub upon written notice of such Investor, and (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, assignment to the extent requested by the parties hereto other than the assigning InvestorCompany, become a party to the Shareholders Agreement at the Closing; provided it being understood that no such assignment under clause (a) or (b) of this sentence Agreement shall relieve the assignor Investor transferor of any of its obligations hereunder hereunder. Notwithstanding the foregoing, no assignment shall be permitted that shall have not been performed timely by could reasonably be expected to impact the assigneetax treatment of the Mergers. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except as set forth in Section 8.25.10, and except for the rights of the holders of Certificates hereunder, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, (a) Neither this Agreement nor any of the rights or obligations hereunder may notbe assigned by any Party (by Contract, operation of Law or otherwise) without the prior written consent of the other parties Party; provided, that Buyer may, without the prior written consent of Seller, assign any or all of its rights and obligations under this Agreement to one or more of its Affiliates, but no such assignment shall relieve Buyer of its obligations hereunder, and any Party may assign any or all of their respective rights or obligations to any third party who subsequently purchases all or substantially all of the equity or Assets of such Party. Notwithstanding anything else herein to the contrary, it is expressly agreed that the express assumption by the receiving, acquiring, leasing, surviving or successor Person(s) (on a joint and several basis with the relevant Party hereto) of all of the obligations of any Party hereto shall be a condition precedent to the transfer, be assigned sale, lease, assignment or other disposition of all or a substantial portion of the business, operations or Assets (including on a consolidated basis with its Subsidiaries) of such party, by any party hereto by way of asset sale, equity sale, merger, consolidation, liquidation, dissolution, recapitalization, operation of law Law or otherwise, and any attempted assignment that further such assumption shall be null and void; provided that, (a) without deemed to occur automatically to the consent of any other parties hereto, each Investor may assign its rights hereunder to one or more Affiliates of such Investor, and maximum extent permitted by applicable Law. (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assignee. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties Parties hereto and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Except as expressly provided in Article IX, L.P. Except as set forth in Section 8.2, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing nothing in this Agreement, expressed express or implied, is intended to or shall constitute confer upon any Person other than the parties hereto partners to this Agreement and their successors and permitted assigns any rights, benefits or participants remedies of any nature whatsoever under, or by reason of, this Agreement. No third party is entitled to rely on any of the representations, warranties and agreements contained in a joint venturethis Agreement. Buyer and Seller assume no liability to any third party because of any reliance on the representations, warranties and agreements of Buyer or Seller contained in this Agreement. (c) Buyer hereby accepts each indemnity under Section 9.2 in favor of each of the other Buyer Indemnified Parties, as agent and trustee of such indemnified party, and Buyer may enforce such indemnities on behalf of that indemnified party. Seller agrees that it accepts each indemnity under Section 9.2 in favor of each of the other Seller Indemnified Parties, as agent and trustee of such indemnified party, and Seller may enforce such indemnities on behalf of that indemnified party.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, (a) Neither this Agreement nor any of the rights or obligations hereunder may notbe assigned by any Party (by Contract, operation of Law or otherwise) without the prior written consent of the other parties Party; provided, that Buyer may, without the prior written consent of Seller, assign any or all of its rights and obligations under this Agreement to one or more of its Affiliates, but no such assignment shall relieve Buyer of its obligations hereunder, and any Party may assign any or all of their respective rights or obligations to any third party who subsequently purchases all or substantially all of the equity or Assets of such Party, subject, in the case of Buyer, to its obligations pursuant to Section 2.3 of this Agreement. Notwithstanding anything else herein to the contrary, it is expressly agreed that the express assumption by the receiving, acquiring, leasing, surviving or successor Person(s) (on a joint and several basis with the relevant Party hereto) of all of the obligations of any Party hereto shall be a condition precedent to the transfer, be assigned sale, lease, assignment or other disposition of all or a substantial portion of the business, operations or Assets (including on a consolidated basis with its Subsidiaries) of such party, by any party hereto by way of asset sale, equity sale, merger, consolidation, liquidation, dissolution, recapitalization, operation of law Law or otherwise, and any attempted assignment that further such assumption shall be null and void; provided that, (a) without deemed to occur automatically to the consent of any other parties hereto, each Investor may assign its rights hereunder to one or more Affiliates of such Investor, and maximum extent permitted by applicable Law. (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assignee. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties Parties hereto and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Except as expressly provided in Article IX, L.P. Except as set forth in Section 8.2, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing nothing in this Agreement, expressed express or implied, is intended to or shall constitute confer upon any Person other than the parties hereto partners to this Agreement and their successors and permitted assigns any rights, benefits or participants remedies of any nature whatsoever under, or by reason of, this Agreement. No third party is entitled to rely on any of the representations, warranties and agreements contained in a joint venturethis Agreement. Buyer and Seller assume no liability to any third party because of any reliance on the representations, warranties and agreements of Buyer or Seller contained in this Agreement. (c) Buyer hereby accepts each indemnity under Section 9.2 in favor of each of the other Buyer Indemnified Parties, as agent and trustee of such indemnified party, and Buyer may enforce such indemnities on behalf of that indemnified party. Seller agrees that it accepts each indemnity under Section 9.2 in favor of each of the other Seller Indemnified Parties, as agent and trustee of such indemnified party, and Seller may enforce such indemnities on behalf of that indemnified party.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this This Agreement may not, without the prior written consent of the other parties hereto, not be assigned by any party hereto by operation of law or otherwise, and any attempted assignment shall be null and void; provided that. Notwithstanding the foregoing, either party may without further consent of the other party assign its rights under this Agreement (a) without in connection with the consent transfer or sale of any other parties hereto(i) all or substantially all of the assets of such party relating to this Agreement, each Investor may assign or (ii) in the case of Seller, with respect to its rights hereunder and obligations to supply Polymer, all or substantially all of the assets of Seller relating to Seller’s Polymer production facility and business at Seller’s Chesterfield facility, or, with respect to its rights and obligations to supply caprolactam, all or substantially all of the assets of Seller relating to Seller’s caprolactam facility and business at Seller’s Hopewell facility, or (iii) in the case of Buyer, all or substantially all of the assets of Buyer relating to one or more Affiliates of its facilities and the business at any such Investorfacility, and (b) without pursuant to the consent merger or consolidation of any other parties heretosuch party with a third party, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (iic) to any other co-investors, provided in the case Affiliate of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assigneeparty. Subject to the foregoing, this [***] This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding Any such successor or assign shall assume all of the foregoing or anything to party’s obligations under this Agreement and shall be fully bound by the contraryterms and conditions of this Agreement; provided, WCAS however, any such assignment shall not assign relieve the assigning party of any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except as set forth in Section 8.2, obligations arising from this Agreement. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Personperson, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties heretoParties, be assigned by any party hereto by operation of law Law or otherwise, and any attempted assignment shall be null and void; provided thatprovided, (a) without the consent of any other parties hereto, each Investor that Buyer may assign its rights hereunder and obligations under this Agreement and any of the provisions hereof to one or more Affiliates a Subsidiary of such InvestorBuyer that is, and (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly indirectly, wholly-owned by Buyer, so long as, notwithstanding any such assignees through such Investor maintaining voting discretion and voting control over assignment, Buyer remains primarily responsible for all such shares pursuant to a written agreement, and of the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment obligations of Buyer under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assigneeAgreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except as set forth in Section 8.2Sections 1.1, 6.9, 10.14 and 10.15 hereof, this Agreement shall be for the sole benefit of the parties to this Agreement Parties and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement 968037.12 or any provision of this Agreement; provided that the Financing Source Parties are intended third-party beneficiaries of, expressed or impliedand may enforce, is intended to or shall constitute the parties hereto partners or participants in a joint ventureSections 10.5, 10.13, 10.14, 10.16 and 10.18.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by any party hereto by operation of law or otherwise, and any attempted assignment shall be null and void; except that (i) Birmingham may assign the Royalty Rights to any other Person who is not a direct competitor to Medicure in whole or in part from time to time (provided thatthat such Person executes a joinder to this Agreement agreeing to be legally bound by this Agreement as if an original Party hereto), and (ii) Medicure may assign this Agreement to its successor in interest in connection with the merger or acquisition of Medicure or sale of all or substantially all of the assets of Medicure or transfer, sale, assignment or other disposition of all or substantially all of Medicure’s right, title and interest in and to the AGGRASTAT Proprietary Rights (or, if the Switch Option has been exercised, the MC-1 Proprietary Rights) provided that (a) without such successor agrees in writing to be bound by and perform all the consent obligations of any other parties hereto, each Investor may assign its rights hereunder to one or more Affiliates of such Investor, Medicure herein (as if Medicure) and (b) such successor in interest to Medicure or its assets executes a joinder or novation agreement reasonably satisfactory to Birmingham whereby such successor in interest agrees to be bound by this Agreement as if an original party thereto. For greater clarity, if the Switch Option has been exercised, Medicure may transfer, sell, assign or otherwise dispose of AGGRASTAT Proprietary Rights without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) restriction or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assigneelimitation. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except as set forth in Section 8.2, this This Agreement shall be for the sole benefit of the parties to this Agreement Parties and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this This Agreement and the Ancillary Agreements may not, not be assigned by any party hereto without the prior written consent of the other parties hereto, be assigned by any party hereto by operation of law or otherwise, and any attempted assignment shall be null and void; provided thatprovided, (a) without however, that each of the consent of any other parties hereto, each Investor Purchasers may assign its any or all of their rights hereunder and obligations to one or more Affiliates of such Investor, and (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investorsa Designated Affiliate, provided that in each case the case Purchasers continue to remain fully and unconditionally subject to such obligations (it being acknowledged and agreed that each of (ii) that such Investor the Purchasers shall maintain beneficial ownership (within be liable for any Liabilities assumed by or assigned to the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly Purchasers' Affiliates or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, Designated Affiliates). This Agreement and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assignee. Subject to the foregoing, this Agreement Ancillary Agreements shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except as set forth provided in Section 8.2, this Agreement shall be for the sole benefit of the parties to this Agreement hereto, and their respective heirs, successors, successors and permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representatives, any legal or equitable right, benefit, remedy or claim hereunder. Nothing in this AgreementAgreement shall prevent any party and its successors and permitted assigns from consolidating with or merging with or into, expressed or impliedtransferring, is intended in one transaction or a series of related transactions, substantially all of its assets to, any Person or Persons; provided, however, that the purchaser of substantially all of the assets of the party or its successor or permitted assign, shall agree with the other party to be bound by all of the transferring party's obligations hereunder; provided, further, however, that no such agreement shall be required in the event of a transfer by the Parent Purchaser or shall constitute its successor or permitted assign of substantially all of its assets or a transfer by the parties hereto partners Seller or participants its successor or permitted assign of substantially all of its assets that does not include substantially all of the Seller's or its successor's or permitted assign's business in a joint venturethe Pulp and Paper Industry.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, (a) Neither this Agreement nor any of the rights or obligations hereunder may notbe assigned by any Party (by Contract, operation of Law or otherwise) without the prior written consent of the other parties Party; provided, that Buyer may, without the prior written consent of Seller, assign any or all of its rights and obligations under this Agreement to one or more of its Affiliates, but no such assignment shall relieve Buyer of its obligations hereunder, and any Party may assign any or all of their respective rights or obligations to any third party who subsequently purchases all or substantially all of the equity or Assets of such Party. Notwithstanding anything else herein to the contrary, it is expressly agreed that the express assumption by the receiving, acquiring, leasing, surviving or successor Person(s) (on a joint and several basis with the relevant Party hereto) of all of the obligations of any Party hereto shall be a condition precedent to the transfer, be assigned sale, lease, assignment or other disposition of all or a substantial portion of the business, operations or Assets (including on a consolidated basis with its Subsidiaries) of such party, by any party hereto by way of asset sale, equity sale, merger, consolidation, liquidation, dissolution, recapitalization, operation of law Law or otherwise, and any attempted assignment that further such assumption shall be null and void; provided that, (a) without deemed to occur automatically to the consent of any other parties hereto, each Investor may assign its rights hereunder to one or more Affiliates of such Investor, and maximum extent permitted by applicable Law. (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assignee. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties Parties hereto and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Except as expressly provided in Article IX, L.P. Except as set forth in Section 8.2, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing nothing in this Agreement, expressed express or implied, is intended to or shall constitute confer upon any Person other than the parties hereto partners to this Agreement and their successors and permitted assigns any rights, benefits or participants remedies of any nature whatsoever under, or by reason of, this Agreement. No third party is entitled to rely on any of the representations, warranties and agreements contained in a joint venturethis Agreement. Buyer and Seller assume no liability to any third party because of any reliance on the representations, warranties and agreements of Buyer or Seller contained in this Agreement. (c) Buyer hereby accepts each indemnity under Section 9.2 in favor of each of the other Buyer Indemnified Parties, as agent and trustee of such indemnified party, and Buyer may enforce such indemnities on behalf of that indemnified party. Seller agrees that it accepts each indemnity under Section 9.2 in favor of each of the other Seller Indemnified Parties, as agent and trustee of such indemnified party, and Seller may enforce such indemnities on behalf of that indemnified party.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by any party hereto by operation of law Law or otherwise, and any attempted assignment shall be null and void; provided that, (a) without the consent of any other parties hereto, each Investor may assign its rights hereunder to one or more Affiliates of such Investor, and (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assignee. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welshand nothing herein, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except as set forth in Section 8.2, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed express or implied, is intended to or shall constitute confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the parties hereto partners Indemnified Persons who are not otherwise party to this Agreement shall be third party beneficiaries of this Agreement. Notwithstanding the foregoing, each Acquiror Party may assign this Agreement without the consent of any Person to any lender (or participants agent therefor) to such Acquiror Party or their subsidiaries or Affiliates thereof as security for obligations to such lender (or lenders) in respect of any financing agreements or arrangements entered into by any Acquiror Party or their subsidiaries and affiliates with such lenders or to an acquirer of all or substantially all of the assets or business of the Acquiror Parties in any form of transaction, which assignment shall not relieve such Acquiror Party of its obligations hereunder; provided further, that Seller and/or Blocker Seller may (a) delegate the performance of its obligations or assign its rights hereunder in part or in whole to any Affiliate of Seller or Blocker Seller so long as Seller or Blocker Seller, as applicable, remains fully responsible for the performance of the delegated obligations (if any), (b) following the Closing, assign to any acquirer of the equity or all or substantially all of the assets of Seller, Blocker Seller or any of their respective Affiliates (whether such sale is structured as a joint venturesale of stock, a sale of assets, a merger or otherwise) and (c) assign its rights, in whole or in part, to receive the Earnout Shares to any Person or Persons.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by any party hereto by operation of law or otherwise, and any attempted assignment shall be null and void; provided that, (a) without the consent of the Company, Parent and the Merger Sub shall be permitted to make a collateral assignment of this Agreement to any other parties hereto, each Investor financial institution and Merger Sub may assign its rights hereunder to one or more Affiliates wholly-owned Subsidiaries of Parent or such Merger Sub upon written notice of such Investor, and (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, assignment to the extent requested by the parties hereto other than the assigning InvestorCompany, become a party to the Shareholders Agreement at the Closing; provided it being understood that no such assignment under clause (a) or (b) of this sentence Agreement shall relieve the assignor Investor transferor of any of its obligations hereunder hereunder. Notwithstanding the foregoing, no assignment shall be permitted that shall have not been performed timely by could reasonably be expected to impact the assigneeTax treatment of the Merger. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except (i) as set forth in Section 8.25.9 hereof (which shall be to the benefit of the parties referred to in such section), (ii) that the Company shall have the right to pursue damages on behalf of its stockholders in the event of Parent or Merger Sub’s breach or wrongful termination of this Agreement, which right is hereby acknowledged by Parent and the Merger Sub, and (iii) that the Financing Sources shall be third party beneficiaries of Section 8.7, this Section 8.9, the third sentence of Section 8.8(a), Section 8.8(b) and the last sentence of Section 8.17, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by any party hereto by operation of law or otherwise, and any attempted assignment shall be null and void; provided that, (a) without the consent of any other parties hereto, each Investor may assign its rights hereunder to one or more Affiliates of such Investor, and (b) without the consent of any other parties hereto, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined in the Shareholders Agreement) or (ii) any other co-investors, provided in the case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence shall relieve the assignor Investor of any of its obligations hereunder that shall have not been performed timely by the assignee. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ Anderson & ▇▇▇▇▇ Stowe IX, L.P. Except as set forth in Section 8.2, this Agreement shall be Ag▇▇▇▇▇▇▇ sha▇▇ ▇▇ for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this This Agreement may not, without the prior written consent of the other parties heretoParent and Representative, be assigned by any party hereto by operation of law Law or otherwise, and any attempted assignment shall be null and void; provided thatprovided, however, that (a) without Parent and the consent of any other parties hereto, each Investor Surviving Corporation may assign its their rights hereunder to one or more Affiliates a Subsidiary of such Investor, Parent upon written notice of the same to the Representative and (b) Parent and the Surviving Corporation may without such consent and upon written notice to Representative assign their rights hereunder or under the consent of other Merger Documents as collateral security to any lender or any other parties heretodebt financing source providing financing in connection with the transactions contemplated hereby, each Investor may assign up to 20% of its equity purchase commitment hereunder to (i) any Permitted Transferees (as defined which assignment in the Shareholders Agreement) or (ii) any other co-investors, provided in the either case of (ii) that such Investor shall maintain beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of all Parent shares directly or indirectly owned by such assignees through such Investor maintaining voting discretion and voting control over all such shares pursuant to a written agreement, and the assignee shall, to the extent requested by the parties hereto other than the assigning Investor, become a party to the Shareholders Agreement at the Closing; provided that no such assignment under clause (a) or (b) of this sentence above shall not relieve Parent or the assignor Investor Surviving Corporation of any of its their obligations hereunder that shall have not been performed timely by the assigneehereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto hereto, the Former Holders, the holders of Transaction Incentive Awards and their respective heirs, successors, permitted assigns and legal representatives. Notwithstanding the foregoing or anything to the contrary, WCAS shall not assign any of its rights hereunder to Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ IX, L.P. Except as set forth in Section 8.2, this This Agreement shall be for the sole benefit of the parties to this Agreement Agreement, the Former Holders, the holders of Transaction Incentive Awards and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto hereto, the Former Holders, the holders of Transaction Incentive Awards and their respective heirs, successors, permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder. Nothing in this Agreement, expressed or implied, is except that the Buyer Indemnitees and the Seller Indemnitees shall be intended to or third party beneficiaries of Article VII and the D&O Indemnified Persons shall constitute the parties hereto partners or participants in a joint venturebe intended third party beneficiaries of Section 6.4.