Common use of Assignments, Successors, and No Third-Party Rights Clause in Contracts

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, and (ii) in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except parties hereto; provided that Buyer may may, without the consent of any other party, assign all or any portion of its rights hereunder to: (a) any of its rights and delegate any of its obligations under this Agreement Affiliates; (ib) to any affiliate acquiror of Buyer, and (ii) in connection with the sale of all or substantially all of the assets of BuyerBuyer or any Affiliates of such acquiror; and/or (c) for collateral security purposes, provided that no such assignment to any lenders of Buyer or delegation will relieve Buyer from any of its obligations hereunderAffiliates. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant . This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this SECTION 11.6Agreement and their successors and assigns.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, and (ii) in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION Section 11.6.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to an Affiliate of Buyer and may collaterally assign its rights hereunder to any affiliate of Buyer, and (ii) financial institution providing financing in connection with the sale of all or substantially all of the assets of Buyer, transactions contemplated by this Agreement; provided that no such assignment or delegation will shall not relieve Buyer from any of its is obligations hereunderunder this Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 10.8.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate Subsidiary of Buyer, Buyer and (ii) may collaterally assign its rights hereunder to any financial institution providing financing in connection with the sale of all or substantially all of the assets of BuyerContemplated Transactions, provided that no such assignment or delegation will shall relieve Buyer from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply applies to, be is binding in all respects upon, and inure inures to the benefit of the successors and permitted assigns of the parties. Nothing in this Agreement will is to be construed to give any person Person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 12.8.

Assignments, Successors, and No Third-Party Rights. No party Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesParties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, and (ii) in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation which will relieve Buyer from any of its obligations hereundernot be unreasonably withheld. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the each of Mestek's successors and permitted assigns (whether by merger, consolidation, purchase of all or substantially all of its assets or otherwise) and the partiesBuyer's successors and permitted assigns (whether by merger, consolidation, purchase of all or substantially all of its assets or otherwise). Nothing expressed or referred to in this Agreement will be construed to give any person Person, other than the parties to this Agreement Parties, any legal or equitable right right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, Agreement except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, which will not be unreasonlably withheld, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate subsidiary of Buyer, and (ii) in connection with Buyer or to any subsequent acquirer of the sale Shares or of all or substantially all of the assets business of the Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the Seller's heirs, executors, administrators and permitted assigns and Buyer's successors and permitted assigns of the partiesassigns. Nothing expressed or referred to in this Agreement will be construed to give any person person, other than the parties to this Agreement Agreement, any legal or equitable right right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, Agreement except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate Affiliate or subsidiary of Buyer, ; provided that Buyer shall remain liable with such assignee for the payment of the Purchase Price hereunder and (ii) in connection with for the sale of all or substantially payment and performance for all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its indemnity obligations hereunderunder Article 11. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 12.9.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate Subsidiary of Buyer, Buyer and (ii) may collaterally assign its rights hereunder to any financial institution providing financing in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunderContemplated Transactions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement Agreement, the Buyer Indemnified Persons and the Seller Indemnified Persons any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 12.8.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign all, or any part of its rights and delegate any of its obligations under this Agreement (i) to any affiliate Related Person of Buyer, Buyer and (ii) may collaterally assign its rights hereunder to any financial institution providing financing in connection with the sale of all or substantially all of the assets of BuyerContemplated Transactions, provided that no such assignment or delegation will relieve Buyer from is not relieved of any of its obligations hereunderhereunder by such assignment. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 13.9.

Assignments, Successors, and No Third-Party Rights. No party Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesParties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate subsidiary or Affiliate of Buyer, Buyer and (ii) may collaterally assign its rights hereunder to any financial institution providing financing in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunderContemplated Transactions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of of, the successors successors, heirs, legal representatives and permitted assigns of the partiesParties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement Parties any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall will inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 12.8.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesparty, which will not be unreasonably withheld except that Buyer may assign any of its rights (including the right to receive the Shares) and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, and (ii) in connection with SAirGroup Affiliate so long as Buyer guarantees the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunderSAirGroup Affiliate's performance under this Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the parties' successors and permitted assigns of the partiesassigns. Nothing expressed or referred to in this Agreement will be construed to give any person Person, other than the parties to this Agreement Agreement, any legal or equitable right right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, Agreement except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 13.11.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign assign, prior to or following Closing, any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, and (ii) in connection with the sale of all Affiliate or substantially all to any subsequent acquirer of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunderAssets. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the parties' successors and permitted assigns of the partiesassigns. Nothing expressed or referred to in this Agreement will be construed to give any person Person, other than the parties to this Agreement Agreement, any legal or equitable right right, remedy, or Claim under or with respect to this Agreement or any provision of this Agreement, Agreement except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that (a) Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate Related Person of Buyer, and (ii) or in connection with the a sale of all or substantially all of the its assets of Buyeror business, provided that and (b) Buyer may collaterally assign its rights hereunder to any lender providing financing, provided, however, no such assignment or delegation will shall relieve Buyer from of any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 8.6.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, and (ii) in connection with the sale of all or substantially all of the assets of Buyer, provided that no such Execution Document assignment or delegation will relieve Buyer from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any wholly-owned affiliate of Buyer, ; and (ii) in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6.

Assignments, Successors, and No Third-Party Rights. No party Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent Consent of the other partiesParties, except that Parent or Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate wholly owned subsidiary of Buyer, Parent or Buyer and (ii) may collaterally assign its rights hereunder to any financial institution providing financing in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunderContemplated Transactions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the partiesParties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties Parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 10.07. No assignment of this Agreement permitted by this Section 10.07 shall operate as a release of the assigning Person’s obligations under this Agreement.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesparty, which will not be unreasonably withheld, except that Buyer may assign any of its rights (including the right to receive the Interests) and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, and (ii) in connection with SAirGroup Affiliate so long as Buyer guarantees the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunderSAirGroup Affiliate's performance under this Agreement. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the parties' successors and permitted assigns of the partiesassigns. Nothing expressed or referred to in this Agreement will be construed to give any person Person, other than the parties to this Agreement Agreement, any legal or equitable right right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, Agreement except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 12.11.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, parties except that so long as Buyer remains primarily liable under this Agreement, Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing to Buyer, and (ii) in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors successors, heirs and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 8.8.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesparty; provided, except that however, Buyer may shall have the right in its sole discretion to assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, a corporation that Buyer may form and (ii) in connection with the sale of all or substantially all having Buyer as its sole shareholder as of the assets effective date of Buyersuch assignment and delegation provided, provided that no such assignment or delegation will shall relieve Buyer from any of its obligations or liabilities hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 12.3, or with respect to Seller’s obligation to indemnify and hold the Company harmless pursuant to Section 10.8.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesparty, except that Buyer either party may assign any of its rights and delegate any of its obligations under this Agreement (i) to its parent corporation or any wholly-owned Subsidiary thereof and may collaterally assign its rights hereunder to any affiliate of Buyer, and (ii) financial institution providing financing in connection with the sale of all or substantially all of the assets of BuyerTransactions, provided that no such assignment or delegation will shall relieve Buyer such party from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply applies to, be is binding in all respects upon, and inure inures to the benefit of the successors and permitted assigns of the parties. Nothing in this Agreement will is to be construed to give any person Person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 7.8.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent Consent of the other partiesParties, in their sole discretion, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate Subsidiary or Affiliate of Buyer, Buyer and (ii) may collaterally assign its rights hereunder to any financial institution providing financing in connection with the sale of all or substantially all of the assets of BuyerContemplated Transaction, provided that no such assignment or delegation will relieve however, Buyer from any of its obligations hereundershall remain responsible herein. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the partiesParties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties Parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 8.7.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement (i) to any affiliate Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing to Buyer, and (ii) in connection with the sale of all or substantially all of the assets of Buyer, provided that no such assignment or delegation will relieve Buyer from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors heirs, successors, and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor an heir, successor, or permitted assignee pursuant to this SECTION 11.6Section 9.9.

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties; provided, except however, that Buyer may Transferor shall be entitled to assign any its rights to receive shares of Class A Common Stock at the Closing to one or more of its rights and delegate any of its obligations under this Agreement (i) to any affiliate of Buyer, and (ii) in connection with the sale of all or substantially Affiliates all of the assets outstanding equity interests of Buyerwhich are owned, provided that no such assignment directly or delegation will relieve Buyer from indirectly, by Transferor or by any of its obligations hereunderperson which directly or indirectly wholly owns Transferor. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 11.8.

Assignments, Successors, and No Third-Party Rights. No party None of the parties may assign any of its their respective rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except provided, however, that no consent shall be required of Buyer may or the Company to assign any of its rights and delegate any its duties hereunder, in whole or in part, to one or more of its obligations under this Agreement (i) affiliates or pledge and assign its rights hereunder to any affiliate of Buyer, and (ii) the financial institutions providing financing to the Company in connection with the sale of all or substantially all of Contemplated Transactions, as security for the assets of Buyer, provided that no Company's obligations to such assignment or delegation will relieve Buyer from any of its obligations hereunderinstitutions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors successors, permitted assigns, heirs, executors, and permitted assigns personal representatives of the parties. Nothing Except as provided in this Agreement will be construed Section 10.7, nothing in this Agreement, express or implied, is intended to give or shall confer on, any person other than any of the parties hereto, any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreementand their successors, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6assigns, heirs, executors, and personal representatives.

Assignments, Successors, and No Third-Party Rights. No party None of the parties may assign any of its their respective rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except provided, however, that no consent shall be required of Buyer may to assign any its rights (but not delegate or assign its obligations) hereunder, in whole or in part, to one or more of its affiliates or pledge and assign its rights and delegate any of its obligations under this Agreement (i) hereunder to any affiliate of Buyer, and (ii) the financial institutions providing financing to the Buyer in connection with the sale of all or substantially all of Contemplated Transactions, as security for the assets of Buyer, provided that no 's obligations to such assignment or delegation will relieve Buyer from any of its obligations hereunderinstitutions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors successors, permitted assigns, heirs, executors, and permitted assigns personal representatives of the parties. Nothing Except as provided in this Agreement will be construed Section 10.7, nothing in this Agreement, express or implied, is intended to give or shall confer on, any person other than any of the parties hereto, any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreementand their successors, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6assigns, heirs, executors, and personal representatives.

Assignments, Successors, and No Third-Party Rights. No party The Pledgors may not assign any of its their rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesAgent; provided, except however, that Buyer the Employee Stockholders may assign any of its their rights and delegate any of its their obligations under this Agreement (iin any transfer permitted under Section 4(a)(vi) to any affiliate hereunder without the prior written consent of Buyerthe Agent, and (ii) in connection with any such Employee Stockholders will be released from his obligations hereunder to the sale extent of all or substantially all of the assets of Buyer, provided that no any such assignment or delegation will relieve Buyer from any of its obligations hereundertransfer. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing in this Agreement will be construed to give any person Person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this SECTION 11.6Section 11(f).