Common use of Benefits and Assignment Clause in Contracts

Benefits and Assignment. This agreement shall be binding upon and shall incur to the benefit of the parties hereto and their respective successors and assigns. Neither Premiere, the Company nor the Shareholders may assign this Agreement without the prior written consent of the other parties hereto EXCEPT THAT (i) Premiere may assign its rights under this Agreement to another entity under common control with Premiere (including Merger Sub) without the consent of the Company and (ii) any Shareholder may assign all or a portion of such Shareholder's rights (but not obligations) hereunder after the Closing Date to such Shareholder's wife or children (or inter vivos trust for the benefit thereof), heirs or legatees, PROVIDED, in each case, that such assignee shall execute and deliver an assumption agreement jointly and severally assuming the obligations of "Shareholders" under Article 8 hereof up to a maximum of the fair market value of the rights and interests assigned, which assumption shall not release such assigning Shareholder from any obligations under this Agreement.