Common use of Binding Effect; Benefit; Assignment Clause in Contracts

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders hereto and holders of Company Stock Options, Company Restricted Shares their respective successors and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach of this Agreement liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. HoldCo shall require and cause any direct or indirect successor (whether or not this Agreement has been terminated pursuant to Section 10.01)by purchase, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 onlymerger, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively consolidation or otherwise) on behalf to all or substantially all of the Companybusiness or assets of HoldCo, shall have any right or ability by written agreement, expressly to exercise or cause assume and agree to perform this Agreement in the exercise of any same manner and to the same extent that HoldCo would be required to perform if no such rightsuccession had taken place. (b) No party A TRA Limited Partner may assign, delegate or otherwise transfer assign any of its rights or obligations under this Agreement without the prior written consent of each other party heretoto any Person as long as such transferee has executed and delivered, except that Parent or Merger Subsidiary may transfer or assign its rights or, in connection with such transfer, executes and obligations under delivers, a joinder to this Agreement, in whole form of Exhibit A, agreeing to become a “TRA Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder; provided, that a TRA Limited Partner’s rights under this Agreement shall be assignable by such TRA Limited Partner under the procedure in this Section 7.2(b) regardless of whether such TRA Limited Partner continues to hold any interests in GDH LP or from time HoldCo or has fully transferred any such interests. For the avoidance of doubt, any Person that was a party to time the Original TRA, including any Person which was the assignee of rights under the Original TRA, and which becomes a party to this Agreement shall be considered a “TRA Limited Partner” for all purposes of this Agreement. (c) GDH LP shall have the power and authority (but not the obligation) to permit any Person who becomes a partner in partGDH LP to execute and deliver a joinder to this Agreement promptly upon acquisition of LP Units by such Person, to (i) one or more and such Person shall be treated as a “TRA Limited Partner” for all purposes of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiarythis Agreement.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and upon, shall inure solely to the benefit of and shall be enforceable by the parties heretohereto and their respective successors and permitted assigns. Except for Section 11.14, except for: which is intended to benefit, and to be enforceable by, the Persons specified therein, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns; provided that (i) only following from and after the Effective Time, the right Indemnified Persons shall be third party beneficiaries of, and entitled to enforce, Section 7.02, (ii) from and after the Effective Time, the provisions of Article 2 relating to the payment of the Company’s stockholders Merger Consideration and holders any amounts contemplated to be paid pursuant to Section 2.05 shall be enforceable by the holders, immediately prior to the Effective Time, of Company Stock Options, or Company Restricted Shares and Company Stock UnitsEquity Awards, as applicable, (iii) from and after the Effective Time, the provisions of Section 8.09 relating to receive (w) the Merger Consideration payment in respect of shares the Redemption shall be enforceable by the holders, immediately prior to the Effective Time, of Company Common Stock pursuant to Section 2.02Preferred Stock, (xiv) prior to the consideration payable in respect of Effective Time, the Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) shall have the right of the Company to pursue damages and other relief, including equitable relief, on behalf of its stockholders shareholders in the event of Parent, Holdco, Holdco II or Merger Subsidiary’s Fraud, Willful and Material Breach or wrongful termination of this Agreement, which right is hereby acknowledged by Parent, Holdco, Holdco II and Merger Subsidiary and (v) the Non-Recourse Parties shall be third party beneficiaries of, and entitled to enforce, Section 11.15. (b) Notwithstanding anything to the contrary in this Agreement, without limitation to the foregoing, subject to Section 11.13, Parent, Holdco, Holdco II and Merger Subsidiary expressly acknowledge and agree that the Company shall have the right, to the extent permitted by Applicable Law, on behalf of its shareholders to be, and is hereby, appointed as representative of its shareholders solely for purposes of this Section 11.06(b), to pursue damages against Parent, Holdco, Holdco II and/or Merger Subsidiary for the loss of the Merger Consideration (including claims including, for the avoidance of doubt, damages based on the loss of the economic benefits of the Merger premium offered to the Company’s stockholderseach such holder) in the event of Parent’s any Fraud or Merger Subsidiary’s wrongful termination Willful and Material Breach of this Agreement by Parent, Holdco, Holdco II or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) in respect of which the right of the Indemnified Persons Company is entitled to enforce the provisions of Section 7.03 onlybring a claim hereunder, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07damages, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only settlements or other amounts recovered or received by the Company with respect to such claims (on behalf net of its stockholders as their agent) through actions expressly approved expenses incurred by the Board Company in connection therewith) may, in the Company’s sole and absolute discretion, be (x) distributed, in whole or in part, by the Company to such shareholders as of Directors any date determined by the Company or (y) retained by the Company for the use and benefit of the Company and its Subsidiaries in any manner that the Company deems fit. The appointment of the Company as representative of the Company, ’s shareholders pursuant to this Section 11.06(b) shall be irrevocable and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) binding on behalf all of the Company, shall have any right or ability to exercise or cause ’s shareholders from and after the exercise satisfaction of any such rightthe condition set forth in Section 9.01(a). (bc) No party may assign, delegate or otherwise transfer transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent Parent, Holdco, Holdco II or Merger Subsidiary may transfer or assign all (but not less than all) of its rights and obligations under this Agreement, in whole or from time to time in part, Agreement to (ix) one or more of their Affiliates Parent’s wholly-owned Subsidiaries at any time and or (iiy) after for collateral security purposes to the Effective Time, to any PersonFinancing Entities; provided that such transfer or assignment shall not (i) relieve Parent Parent, Holdco, Holdco II or Merger Subsidiary of its obligations hereunder or (ii) enlarge, alter alter, limit or change any obligation of any other party hereto or due to Parent Parent, Holdco, Holdco II or Merger Subsidiary. Any purported assignment not permitted under this Section 11.06(c) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following at and after the Effective Time, with respect to the provisions of Section 6.10 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders and holders of shares of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) accordance with the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) terms and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination conditions of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) at and after the right Effective Time, the rights of the Indemnified Persons holders of Company RSUs and Company Stretch Awards to enforce receive the payments contemplated by the applicable provisions of Section 3.3, in each case, at the Effective Time in accordance with the terms and conditions of this Agreement; provided that notwithstanding the foregoing, the provisions of this Section 7.03 only9.8(a) and Section 8.3(c), the last sentence of Section 9.4, Section 9.5, Section 9.6, the last sentence of Section 9.11 and except that any Section 9.12 shall be enforceable by each Financing Source and each Financing Source shall be an express third-intended third party beneficiary of this Section 11.07, Section 11.08 and Section 11.09such Sections and shall be entitled to enforce such provisions as if direct parties to this Agreement. The third-party beneficiary rights referenced representations and warranties in clause (iithis Agreement and the indemnification obligations of Parent in Section 6.11(f) are the product of negotiations among the parties hereto and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightparties. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other party heretoparties; provided that each of Parent and Merger Sub may (i) assign, except that Parent by operation of law or Merger Subsidiary may transfer otherwise, in whole or assign in part, this Agreement or any or all of its rights and obligations under this Agreement, in whole or from time hereunder to time in part, to (i) one or more of their its Affiliates at any time and (ii) after the Effective TimeClosing, may assign all of its rights under this Agreement for collateral security purposes to any PersonFinancing Source; provided provided, further, that no such transfer or assignment shall not (i) relieve Parent or Merger Subsidiary such party of any of its obligations hereunder under this Agreement or enlarge(ii) be permitted if such assignment would reasonably be expected to prevent, alter impair or change any obligation materially delay the consummation of any the Merger and the other party hereto transactions contemplated hereby. Any assignment, delegation or due to Parent or Merger Subsidiarytransfer in violation of this Section 9.8 shall be null and void ab initio.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of Section 7.02 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders holders of shares of Company Stock to receive the Merger Consideration in accordance with the terms and conditions of this Agreement, (iii) at and after the Effective Time, the rights of the holders of Company Stock Options, Options and Company Restricted Shares Stock to receive the payments contemplated by the applicable provisions of Section 2.05, in each case, at the Effective Time in accordance with the terms and conditions of this Agreement and (iv) the provisions of Section 11.04(e) and Section 11.04(f) shall inure to the benefit of, and shall be enforceable by, members of the Company Stock UnitsGroup and Parent Group, as applicable, to receive the case may be. (wb) the Merger Consideration in respect of shares of Company Common Stock pursuant to Notwithstanding Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a11.06(a), (yi) the consideration payable Debt Financing Sources Related Parties are beneficiaries of any liability cap or other limitation on remedies or damages in respect this Agreement that are for the benefit of Company Restricted Shares pursuant to Parent, including, without limitation, those set forth in Section 2.05(a11.04(f) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right Debt Financing Sources Related Parties are express third party beneficiaries of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only11.03(a), and except that any Financing Source shall be an express third-party beneficiary of Section 11.04(f), Section 11.07, Section 11.08 11.08(b) and this Section 11.09. The third-party beneficiary rights referenced 11.06(b) and may enforce such Sections directly, and such Sections may not be amended, modified or supplemented by the parties hereto in clause (ii) a manner materially adverse to them without the express written consent of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightDebt Financing Sources. (bc) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights . (d) The representations and obligations under warranties in this Agreement, in whole or from time to time in part, to (i) one or more Agreement are the product of their Affiliates at any time negotiations among the parties hereto and (ii) after are for the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary sole benefit of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiarythe parties hereto.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: hereto and their respective successors and assigns. Except for (i) only following Section 8.08, which is expressly for the Effective Timebenefit of, and enforceable by, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a)Indemnified Persons, (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Sections 2.04, 2.09 and 2.11, Section 10.01)12.02 and Section 12.04, which right is hereby are expressly acknowledged for the benefit of, and agreed by Parent enforceable by, the Equityholders and Merger Subsidiary their Related Persons (as applicable) and (iii) the right last sentence of Section 10.02(a), Section 10.02(b)(vii) and Section 13.12, which are expressly for the benefit of, and enforceable by, each party’s (as applicable) Related Persons for purposes of the Indemnified Persons limitations on liability set forth therein, no provision of this Agreement is intended to enforce confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the provisions of Section 7.03 only, parties hereto and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 their respective successors and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightassigns. (b) No Except as otherwise provided in the following sentences of this Section 13.05(b), no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto. Notwithstanding the preceding sentence, except that Parent or the parties hereto acknowledge and agree that, prior to the Closing, Buyer shall cause the formation of Merger Subsidiary and shall cause Merger Subsidiary to execute a joinder agreement, in form and substance reasonably satisfactory to the Company, pursuant to which Merger Subsidiary shall assume all of the obligations, and shall have all of the rights, of Merger Subsidiary hereunder; provided, that the execution of such agreement shall not relieve Buyer of any of the obligations of Buyer hereunder, and pursuant to such execution Buyer shall retain all of the rights of Buyer hereunder. Additionally, after the Effective Time, Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, other than its obligations under Article 2, Section 8.07 and Section 8.08(a) of this Agreement, to (i) one or more of their its Affiliates at any time and or (ii) after the Effective Time, to any other Person; provided provided, that any such transfer or assignment by Buyer shall not relieve Parent or Merger Subsidiary Buyer of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiaryBuyer.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except (i) as provided in or contemplated by Section 7.02 and this Section 11.06, (ii) if the Closing occurs, for the right of the holders of Company Stock, Company RSUs, Company PSUs, Units or Company Warrants, respectively, to receive the consideration specified in this Agreement, in each case, after the Effective Time, and (iii) as provided in Section 10.03(c), shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns. Except as provided in Section 7.02 and this Section 11.06, except for: (i) only no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, if NICE, Parent or Merger Subsidiary wrongfully terminates or willfully breaches this Agreement, then, following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01)Agreement, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company may seek damages and other relief (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwiseincluding equitable relief) on behalf of the Companyholders of the Company Stock, shall have any right Company RSUs, Company PSUs, Units or ability to exercise or cause the exercise of any such rightCompany Warrants. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one by written notice to the Company, to a wholly-owned direct or more indirect Subsidiary of their Affiliates at Parent, in which event all references herein to Merger Subsidiary, as applicable, shall be deemed references to such other Subsidiary; provided that any time such assignment shall not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement or otherwise materially impair the rights of the Company under this Agreement or relieve Parent of any of its obligations under this Agreement and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve NICE, Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand subject to Section 11.06(c), no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of Section 7.04 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders holders of shares of Company Stock to receive the Merger Consideration in accordance with the terms and conditions of this Agreement, and (iii) at and after the Effective Time, the rights of the holders of Company Stock Options, Company Restricted Shares and Stock Awards or Company Restricted Stock Units, as applicable, Units to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) payments contemplated by the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the applicable provisions of Section 7.03 only2.05, in each case, at the Effective Time in accordance with the terms and except that any Financing Source shall be an express third-party beneficiary conditions of Section 11.07, Section 11.08 and Section 11.09this Agreement. The third-party beneficiary rights referenced representations and warranties in clause (ii) this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightparties hereto. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto. (c) Notwithstanding anything in this Agreement to the contrary, except each of (x) the Company and (y) solely with respect to clauses (i), (ii), (v), (vii), (viii) and (x), Parent and Merger Sub, in each case, on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (i) agrees that Parent any Proceeding, whether in law or Merger Subsidiary may transfer in equity, whether in contract or assign its rights and obligations under in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in whole connection with the Financing or from time any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to time the exclusive jurisdiction of any federal or state court in partthe Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to (i) one or more any such Proceeding to the exclusive jurisdiction of their Affiliates at any time and such court, (ii) after agrees that any such Proceeding shall be governed by the Effective Time, laws of the State of New York (without giving effect to any Person; conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided that such transfer in an applicable definitive document relating to the Financing, (iii) waives any claims or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change rights against any obligation of any other party hereto or due to Parent or Merger Subsidiary.Financing Parties relating 70 #92864921v30

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and shall upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that, notwithstanding the parties heretoforegoing, except for: (i) only following the former and present officers and directors of the Acquired Companies (and their successors, heirs and Representatives) are intended third-party beneficiaries of, and may enforce, Section 6.07, as provided therein from and after the Effective Time and (ii) from and after the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (xother than Rollover Holders) the consideration payable in respect and holders of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect Compensatory Awards shall be intended third-party beneficiaries of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary Article III and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, Parent Affiliated Management Company and except that any Financing Source Corpay each shall be an express intended third-party beneficiary of Section 11.07of, and may enforce, Section 11.08 8.03(b). Notwithstanding the foregoing, each party hereto agrees that the Debt Financing Related Persons are express third party beneficiaries of, and may enforce, the agreements for their benefit in Section 8.03(e), Section 9.04, this Section 9.06(a), Section 9.07, Section 9.08, Section 9.09, Section 9.13 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right9.14. (b) No party may assignNeither this Agreement nor any of the rights, delegate interests or obligations hereunder shall be assigned by any of the parties hereto by operation of Applicable Law or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each the other party heretoparties. Any purported assignment in violation of this Section 9.06(b) shall be null and void. Notwithstanding the foregoing, except this Agreement (and all rights, interests and obligations hereunder) may be assigned, in whole or in part, without the Company’s prior written consent, by (i) Merger Sub to any of its Affiliates that is a direct wholly owned Subsidiary of Parent or (ii) by Parent or Merger Subsidiary may transfer Sub for collateral security purposes to any Persons providing debt financing to Parent or assign Merger Sub pursuant to the terms thereof (including for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such financing); provided that (A) no such assignment shall affect or relieve Parent or Merger Sub of their obligations under this Agreement and Parent and Merger Sub shall continue to remain liable for all such obligations and liabilities and (B) such assignment would prevent, materially impede or materially delay, or would reasonably be expected to prevent, materially impede or materially delay, the Closing or the ability of Parent or Merger Sub to timely consummate the Merger and the other transactions contemplated hereby or perform its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and shall upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that, notwithstanding the parties heretoforegoing, except for: (i) only following the past, present and future officers, directors and employees of the Acquired Companies (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section 6.07, (ii) from and after the Effective Time, Time and the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02shall be intended third-party beneficiaries of, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a)and may enforce, (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) Articles II and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a)III, (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Financing Related Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express intended third-party beneficiary beneficiaries of, and may enforce, the Lender Protective Provisions and the rights of Section 11.07the Parent Parties hereunder may be pledged to the Financing Related Provisions pursuant to the Debt Financing, Section 11.08 and Section 11.09. The (iv) the Parent Parties shall be shall be intended third-party beneficiary rights referenced in clause beneficiaries of, and may enforce, Section 8.03(b) and (iiv) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the CompanyParties shall be shall be intended third-party beneficiaries of, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Companymay enforce, shall have any right or ability to exercise or cause the exercise of any such rightSection 8.03(d). (b) No party may assignNeither this Agreement nor any of the rights, delegate interests or obligations hereunder shall be assigned by any of the parties hereto by operation of Law or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties; provided that each other party hereto, except that of Parent or and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (ia) one or more of their its Affiliates at any time and (iib) after the Effective Time, to any Person; provided that such transfer any assignment by Parent or assignment Merger Sub shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation hereunder. Any purported assignment in violation of any other party hereto or due to Parent or Merger Subsidiarythis Section 9.06(b) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall inure to the benefit of and be binding upon the parties hereto and their permitted successors and assigns. Except with respect to the provisions of: (i) Article VI, which shall inure solely to the benefit of each Purchaser Indemnitee and each Seller Indemnitee, (ii) Section 7.12, which shall inure to the benefit of each Non-Recourse Party, and (iii) Section 7.13, which shall inure to the benefit of the parties heretoreleased Persons identified therein, except for: all of whom are intended as express third-party beneficiaries thereof, no other Person not party to this Agreement (i) only following the Effective Time, the right including any current or former employee of the Company’s stockholders , Seller, Purchaser or any of their respective Affiliates) shall be entitled to the benefits of this Agreement or any other rights or remedies (including any right to employment or continued employment for any specified period or continued participation in any Employee Benefit Plan). Notwithstanding the foregoing, only Seller and holders Purchaser shall be entitled to assert claims pursuant to Article VI, and each of Company Stock Options, Company Restricted Shares and Company Stock Unitsthem shall assert any such claims on behalf of the other Seller Indemnitees or Purchaser Indemnitees, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02when Seller or Purchaser, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a)as applicable, (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightdeem appropriate. (b) No party may assign, delegate or otherwise transfer Neither this Agreement nor any of its rights the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the parties hereto without the prior written consent of each of the other party heretoparties; provided, except that Parent or Merger Subsidiary Purchaser may transfer or assign its rights rights, interests and obligations under this Agreement, in whole or from time to time in part, to hereunder (i) one to any direct or more indirect wholly-owned Subsidiary of their Affiliates at Purchaser or to any time and Affiliate of which Purchaser is a direct or indirect wholly-owned Subsidiary, (ii) after in connection with the Effective Timetransfer by Purchaser of all or substantially all of the equity interests and/or assets of the Company and/or (iii) in connection with any financing of the transactions contemplated hereby; provided, further, that no such assignment by Purchaser pursuant to any Person; provided that such transfer the foregoing clauses (i), (ii) or assignment (iii) shall not relieve Parent or Merger Subsidiary Purchaser of its obligations hereunder or enlarge, alter or change any obligation hereunder. Any attempted assignment in violation of any other party hereto or due to Parent or Merger Subsidiarythis Section 7.5 will be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and shall upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that, notwithstanding the parties heretoforegoing, except for: (i) only following the past, present and future officers, directors and employees of the Acquired Companies (and their successors and heirs) are intended third-party beneficiaries of, and may enforce, Section 7.04 applicable to such Persons and (ii) from and after the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock and holders of Company Compensatory Awards shall be intended third-party beneficiaries of, and may enforce, the rights of such Persons to receive the applicable Merger Consideration, Option Consideration and RS/RSU Consideration, as applicable, pursuant to Section 2.02, (x) the consideration payable and in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and accordance with Article III; (iii) the right of Company Parties and Parent Parties are intended third-party beneficiaries with respect to Section 9.03; and (iv) the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an Sources are hereby made express third-party beneficiary of beneficiaries of, and shall be entitled to rely on this Section 11.0710.06 and Section 10.04, Section 11.08 10.07, Section 10.08, Section 10.09 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right10.13. (b) No party may assignNeither this Agreement nor any of the rights, delegate interests or obligations hereunder shall be assigned by any of the parties hereto by operation of Applicable Law or otherwise transfer without the prior written consent of the other parties, except that Merger Sub (or, after the Effective Time, the Surviving Corporation) may assign any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly owned Subsidiaries of Parent, or a combination thereof, and Parent shall have the right, without the prior written consent of the Company, to assign all or any portion of its rights, interests and obligations hereunder to Verscend Holding or one or more Subsidiaries of Verscend Holding, provided that such assignment would not materially delay, impair or prevent consummation of the Merger and shall not relieve Parent or Merger Sub (or, after the Effective Time, the Surviving Corporation) of its obligations hereunder. Any purported assignment in violation of this Section 10.06(b) shall be null and void. (c) Notwithstanding the foregoing, Parent or Merger Sub may assign any or all of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; Financing Source (provided that any such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder hereunder) pursuant to the terms of the Financing (or enlargeany credit agreements, alter loan documents or change any obligation indentures of any other party hereto or due to Parent or Merger SubsidiarySub or their Affiliates) for purposes of creating a security interest herein or otherwise assigning collateral in respect of the Financing.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretoParties and their respective successors and assigns, except forand no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns, other than: (i) only following with respect to the provisions of Section 7.04 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders holders of shares of Company Stock to receive the Merger Consideration in accordance with the terms and conditions of this Agreement, and (iii) at and after the Effective Time, the rights of the holders of Company Stock Options, Company Restricted Shares Shares, Company Performance Shares, Company Restricted Stock Unit Awards, Company Performance Stock Unit Awards, Company Share Units and Company Deferred Stock Units, as applicable, Units to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) payments contemplated by the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the applicable provisions of Section 7.03 only2.05. Notwithstanding the foregoing, and except that any the Financing Source Sources shall be an express third-party beneficiary beneficiaries of Section Sections 10.01, 11.03(a), 11.04(e), 11.04(f), 11.04(g), 11.07, 11.08, 11.09, 11.12 and this Section 11.08 and Section 11.0911.06(a). The third-party beneficiary rights referenced representations and warranties in clause (ii) this Agreement are the product of negotiations among the Parties and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightParties. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party heretoParties; provided, except that however, that, prior to the Closing, Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one assign all (but not less than all) of its rights or more obligations hereunder to a wholly-owned (direct or indirect) subsidiary of their Affiliates at Parent or Merger Subsidiary or any time Affiliate of Parent or Merger Subsidiary, provided that no such assignment shall relieve the assigning Party of its obligations hereunder, and (ii) after the Effective Timecollaterally assign any or all of its rights, but not its obligations, under this Agreement to any Person; provided that such Lender. Nothing in this Agreement shall prevent or otherwise impede the transfer or other assignment shall not relieve of the equity interests in Parent or Merger Subsidiary of its obligations hereunder (or enlarge, alter or change both) to any obligation of any other party hereto or due to Parent or Merger SubsidiaryAffiliate thereof.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and on and, except as provided in Section 7.02, shall inure solely to the benefit of the parties hereto, except for: hereto and their respective successors and assigns. Except (i) only following if the Effective TimeTime occurs, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, Shareholders to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) accordance with Article 2 and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholdersas provided in Section 7 .02, Section 11.04(b)(iii) in the event of Parent’s or Merger Subsidiary’s wrongful termination and Section 11.09, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged liabilities hereunder upon any Person other than the parties hereto and agreed by Parent their respective successors and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce assigns; provided that the provisions of the second sentence in Section 7.03 only11.03, and except that any Financing Source shall be an express third-party beneficiary this proviso of this Section 11.06(a)Section 11.06(a), Section 11.06(c), the provisions of the second sentence in Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced 11.10, in clause (ii) of each case, pertaining to the preceding sentence may Financing Sources, are intended to be exercised only by for the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Companybenefit of, and no stockholder of shall be enforceable by, the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightFinancing Sources. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time Agreement to time in part, a wholly owned Subsidiary of Parent (which will remain a wholly owned Subsidiary of Parent prior to Closing) without the consent of the Company; provided that (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall would not relieve reasonably be expected to delay in any material respect or impair the consummation of the transactions contemplated hereby, (ii) Parent or Merger Subsidiary Sub, as the case may be, shall remain liable for all of its obligations hereunder under this Agreement and (iii) the assignee will be deemed to have made the same representations and warranties as are set forth in Article 5 and any reference in this Agreement to any such representation or enlargewarranty in Article 5 will be deemed to include the representations and warranties of the assignee. (c) No Financing Source will have any liability to the Company, alter any former, current or change future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of the Company (in each case, in their capacities as such), or any obligation former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any other of the foregoing (in each case, in their capacities as such) relating to or arising out of this Agreement, any Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and Company will not have any rights or claims against any Financing Source or be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (such Financing Sources being express third party hereto or due to Parent or Merger Subsidiarybeneficiaries of this sentence).

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of Section 7.04 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders and holders of shares of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect accordance with the terms and conditions of shares this Agreement, (iii) at and after the Effective Time, the rights of the holders of Company Equity Awards to receive the payments contemplated by the applicable provisions of Section 2.04, in each case, at the Effective Time in accordance with the terms and conditions of this Agreement, (iv) prior to the Effective Time, the rights of the holders of Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of and other relief, including equitable relief, for Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated Agreement; provided, however, that the rights granted to the holders of Common Stock pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in foregoing clause (iiiv) of the preceding sentence may this Section 11.06(a) shall only be exercised only enforceable on behalf of such holders by the Company in its sole and absolute discretion and (on behalf v) the Financing Source Related Parties (who shall be third party beneficiaries of, and entitled to enforce, this Section 11.06(a)(v) and Section 10.02, 11.03(c), 11.08(c), 11.09 and 11.13(e)). The representations and warranties in this Agreement are the product of its stockholders as their agent) through actions expressly approved by negotiations among the Board of Directors parties hereto and are for the sole benefit of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightparties hereto. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that each of Parent or and Merger Subsidiary may transfer assign, in its sole discretion, any of or assign all of its rights rights, interest and obligations under this Agreement, Agreement to Parent (in whole the case of Merger Subsidiary) or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Persondirect or indirect wholly owned subsidiary of Parent (in the case of Parent or Merger Subsidiary); provided provided, that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of its any liability; provided, further, that, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), no such assignment shall be made to the extent the assignment would be reasonably likely to give rise to additional withholding Tax obligations hereunder or enlarge, alter or change with respect to any obligation of any other party hereto or due to Parent or Merger Subsidiarypayments made under this Agreement.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and upon, shall inure solely to the benefit of and shall be enforceable by the parties heretohereto and their respective successors and permitted assigns. Except as provided in Article 2 and Section 7.03, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns; provided that the Financing Sources (including any source of this Agreement (whether or not this Agreement alternative financing that has been terminated pursuant to obtained in accordance with, and satisfies the conditions of, Section 10.017.05) shall be intended third parties beneficiaries of Sections 11.04(e), which right is hereby expressly acknowledged 11.06, 11.08, 11.09 and agreed by Parent 11.13(b)(v) and Merger Subsidiary shall be entitled to enforce such provisions directly (and no amendment or modification to such provisions in respect to the Financing Sources (iiiincluding any source of alternative financing that has been obtained in accordance with, and satisfies the conditions of, Section 7.05) may be made without the right prior consent of the Indemnified Persons to enforce the provisions Financing Sources (including any source of Section 7.03 onlyalternative financing that has been obtained in accordance with, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07satisfies the conditions of, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right7.05)). (b) No party may assign, delegate or otherwise transfer transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their its Affiliates and/or to any parties providing the Financing pursuant to the terms thereof (including for purposes of creating a security interest herein or otherwise assign as collateral in respect of such Financing) at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary. Any purported assignment not permitted under this Section 11.06(b) shall be null and void.

Binding Effect; Benefit; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto. Other than (a) The provisions of Section 6.7 which is intended to benefit the Indemnified Persons, (b) Section 6.14, which is intended to benefit W&C and its partners and employees and (c) Section 2.6(f), which is intended to benefit the applicable Employee Bonus Recipients, no other Person not party to this Agreement shall be binding upon and shall inure solely entitled to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of this Agreement; provided, however, that the Merger to Partnership shall have the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01)right, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons Subs, to enforce the provisions rights of Section 7.03 only, GP Parent and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause the Sellers to (iiA) of the preceding sentence may be exercised only by the Company (pursue damages on behalf of its stockholders as their agentGP Parent and the Sellers in the event of Parent or Merger Subs’ breach or wrongful termination of this Agreement, and (B) through actions expressly approved receive the Merger Consideration or any other amounts payable to GP Parent and the Sellers hereunder, in which event of either clause (A) or (B), the damages recoverable by the Board of Directors of the Company, Partnership for itself and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of GP Parent and the Company, Sellers shall be determined by reference to the total amount that would have any right been recoverable by GP Parent and the Sellers if GP Parent and all such Sellers brought an action against Parent or ability to exercise or cause the exercise of any such right. (b) No Merger Subs and were recognized as intended third party may assign, delegate or otherwise transfer beneficiaries hereunder. Neither this Agreement nor any of its rights the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the parties hereto without the prior written consent of each the other party heretoparties; provided, except that (x) Parent or Merger Subsidiary may transfer or assign its rights and interests hereunder for the purpose of securing any financing of the transactions contemplated hereby and (y) the Sellers’ Representative may assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, Agreement to any Personof its Affiliates without prior written consent; provided provided, that no such transfer assignment referred to in clauses (x) or assignment (y) shall not relieve Parent or Merger Subsidiary the Sellers’ Representative of any of its obligations hereunder hereunder. Any attempted assignment in violation of this Section 10.6 shall be void. 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 hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 10.2 without notice or enlargeliability to any other Person. In some instances, alter the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or change any obligation circumstances as of the date of this Agreement or as of any other party hereto or due to Parent or Merger Subsidiarydate.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and upon, shall inure solely to the benefit of and shall be enforceable by the parties heretohereto and their respective successors and permitted assigns. The provisions of Section 5.02 and, except for: (i) only following from and after the Effective Time, the right provisions of Article 2 are intended to be for the benefit of, and shall be enforceable after the Effective Time by, the Persons referred to therein and their respective heirs and Representatives. The Surviving Corporation shall indemnify any Indemnified Person against all reasonable costs and expenses (including attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 5.02(a), relating to the enforcement of such Indemnified Person’s rights under Section 5.02 regardless of whether such Indemnified Person is ultimately determined to be entitled to indemnification. Except as provided in the immediately preceding sentence, this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that each Financing Source shall be an express third party beneficiary with respect to Sections 9.03, 9.06, 9.07, 9.08, 9.09, and 9.14. Notwithstanding the foregoing, in the event of Parent’s or Merger Sub’s fraud or Willful Breach, as a result of which damages would be payable, then the Company Stockholders, acting solely through the Company, shall be beneficiaries of this Agreement and shall be entitled to pursue any and all legally available remedies, including equitable relief, and to seek recovery of all losses, liabilities, damages, costs and expenses of every kind and nature, including reasonable attorneys’ fees; provided, however, that the rights granted pursuant to this sentence shall be enforceable only by the Company, on behalf of the Company Stockholders, in the Company’s stockholders sole discretion, it being understood and holders agreed that such rights shall attach to such shares of Company Common Stock Optionsand subsequently trade and transfer therewith and, consequently, any damages, settlements, or other amounts recovered or received by the Company Restricted Shares and with respect to such rights may, in the Company’s sole discretion, be (i) distributed, in whole or in part, by the Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect holders of shares of Company Common Stock pursuant to Section 2.02, (x) of record as of any date determined by the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), or (ii) retained by the right Company for the use and benefit of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by manner the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightdeems fit. (b) No party may assign, delegate or otherwise transfer transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except ; provided that Parent and Merger Sub, and their respective successors and permitted assigns, may assign, without the consent of any other Person or Merger Subsidiary may transfer party, any or assign all of its rights and obligations under pursuant to this Agreement, in whole or from time and each of the other agreements and instruments contemplated hereby, including its rights to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Timeindemnification, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger SubsidiaryFinancing Sources as collateral security.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: (i) only following the Effective Time, the right of the Company’s stockholders hereto and holders of Company Stock Options, Company Restricted Shares their respective successors and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach of this Agreement liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. HoldCo shall require and cause any direct or indirect successor (whether or not this Agreement has been terminated pursuant to Section 10.01)by purchase, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 onlymerger, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively consolidation or otherwise) on behalf to all or substantially all of the Companybusiness or assets of HoldCo, shall have any right or ability by written agreement, expressly to exercise or cause assume and agree to perform this Agreement in the exercise of any same manner and to the same extent that HoldCo would be required to perform if no such rightsuccession had taken place. (b) No party A TRA Limited Partner may assign, delegate or otherwise transfer assign any of its rights or obligations under this Agreement without the prior written consent of each other party heretoto any Person as long as such transferee has executed and delivered, except that Parent or Merger Subsidiary may transfer or assign its rights or, in connection with such transfer, executes and obligations under delivers, a joinder to this Agreement, in whole form of Exhibit A, agreeing to become a “TRA Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder; provided, that a TRA Limited Partner’s rights under this Agreement shall be assignable by such TRA Limited Partner under the procedure in this ‎Section 7.2(b) regardless of whether such TRA Limited Partner continues to hold any interests in GDH LP or from time HoldCo or has fully transferred any such interests. For the avoidance of doubt, any Person that was a party to time the Original TRA, including any Person which was the assignee of rights under the Original TRA, and which becomes a party to this Agreement shall be considered a “TRA Limited Partner” for all purposes of this Agreement. (c) GDH LP shall have the power and authority (but not the obligation) to permit any Person who becomes a partner in partGDH LP to execute and deliver a joinder to this Agreement promptly upon acquisition of LP Units by such Person, to (i) one or more and such Person shall be treated as a “TRA Limited Partner” for all purposes of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiarythis Agreement.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretohereto and their respective successors and assigns, except forand subject to Section 11.06(c), no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of Section 7.04 which shall inure to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders holders of shares of Company Stock to receive the Merger Consideration in accordance with the terms and conditions of this Agreement, and (iii) at and after the Effective Time, the rights of the holders of Company Stock Options, Company Restricted Shares and Stock Awards or Company Restricted Stock Units, as applicable, Units to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) payments contemplated by the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the applicable provisions of Section 7.03 only2.05, in each case, at the Effective Time in accordance with the terms and except that any Financing Source shall be an express third-party beneficiary conditions of Section 11.07, Section 11.08 and Section 11.09this Agreement. The third-party beneficiary rights referenced representations and warranties in clause (ii) this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightparties hereto. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto. (c) Notwithstanding anything in this Agreement to the contrary, except each of (x) the Company and (y) solely with respect to clauses (i), (ii), (v), (vii), (viii) and (x), Parent and Merger Sub, in each case, on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (i) agrees that Parent any Proceeding, whether in law or Merger Subsidiary may transfer in equity, whether in contract or assign its rights and obligations under in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in whole connection with the Financing or from time any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to time the exclusive jurisdiction of any federal or state court in partthe Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to (i) one or more any such Proceeding to the exclusive jurisdiction of their Affiliates at any time and such court, (ii) after agrees that any such Proceeding shall be governed by the Effective Timelaws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in an applicable definitive document relating to the Financing, (iii) waives any claims or rights against any Financing Parties relating to or arising out of this Agreement, whether at law or in equity, whether in contract or in tort or otherwise (provided that, for the avoidance of doubt, this clause (iii) shall not apply with respect to any claims or rights of the parties to any debt commitment letters or engagement letters, none or which rights are or shall be impaired hereby), (iv) agrees not to bring or support, or permit any of its Affiliates or Representatives to bring or support, any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, for the avoidance of doubt, this clause (iv) shall not apply with respect to any claims or rights of the parties to any debt commitment letters or engagement letters, none or which rights are or shall be impaired hereby), (v) agrees that service of process in any such Proceeding shall be effective if notice is given in accordance with Section 11.01, (vi) agrees that no Financing Party shall be responsible for any indirect, incidental, special, punitive, exemplary or consequential damages in connection with this Agreement, (vii) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any Person; provided such court, (viii) knowingly, intentionally and voluntarily waives to the fullest extent permitted by Applicable Law trial by jury in any Proceeding brought against the Financing Parties in any way arising out of or relating to, this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (ix) agrees that none of the Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent or its Subsidiaries) relating to or arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (x) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, the provisions in this Section 11.06(c), Section 11.07, Section 11.08 and Section 11.09, and that such transfer provisions and any related definition used in such sections or assignment any provision of this Agreement to the extent an amendment, modification, waiver or termination of such provision would modify the substance of such sections and/or such provisions, shall not relieve Parent be amended, modified, waived or Merger Subsidiary terminated in any way adverse to the Financing Parties without the prior written consent of its obligations hereunder or enlarge, alter or change any obligation the Financing Entities of any other party hereto or due to Parent or Merger Subsidiarythe Financing Parties.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and on and, except as provided in Section 7.02, shall inure solely to the benefit of the parties hereto, except for: hereto and their respective successors and assigns. Except (i) only following if the Effective TimeTime occurs, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, Shareholders to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) accordance with Article 2 and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholdersas provided in Section 7.02, Section 11.04(b)(iii) in the event of Parent’s or Merger Subsidiary’s wrongful termination and Section 11.09, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged liabilities hereunder upon any Person other than the parties hereto and agreed by Parent their respective successors and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce assigns; provided that the provisions of the second sentence in Section 7.03 only11.03, and except that any Financing Source shall be an express third-party beneficiary this proviso of this Section 11.06(a) Section 11.06(a), Section 11.06(c), the provisions of the second sentence in Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced 11.10, in clause (ii) of each case, pertaining to the preceding sentence may Financing Sources, are intended to be exercised only by for the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Companybenefit of, and no stockholder of shall be enforceable by, the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightFinancing Sources. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto, except that Parent or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time Agreement to time in part, a wholly owned Subsidiary of Parent (which will remain a wholly owned Subsidiary of Parent prior to Closing) without the consent of the Company; provided that (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall would not relieve reasonably be expected to delay in any material respect or impair the consummation of the transactions contemplated hereby, (ii) Parent or Merger Subsidiary Sub, as the case may be, shall remain liable for all of its obligations hereunder under this Agreement and (iii) the assignee will be deemed to have made the same representations and warranties as are set forth in Article 5 and any reference in this Agreement to any such representation or enlargewarranty in Article 5 will be deemed to include the representations and warranties of the assignee. (c) No Financing Source will have any liability to the Company, alter any former, current or change future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of the Company (in each case, in their capacities as such), or any obligation former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any other of the foregoing (in each case, in their capacities as such) relating to or arising out of this Agreement, any Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and Company will not have any rights or claims against any Financing Source or be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (such Financing Sources being express third party hereto or due to Parent or Merger Subsidiarybeneficiaries of this sentence).

Binding Effect; Benefit; Assignment. (a) The Subject to Section 11.06(b), the provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto, except for: hereto and their respective successors and assigns. Except (i) only following as provided in Section 7.03, Section 10.02 or Section 11.04(c) and (ii) for the right of the Company, on behalf of its stockholders, to pursue damages (which the parties acknowledge and agree shall include damages based on the benefit of the bargain lost by the Company’s stockholders, which shall be deemed in such event to be damages of the Company) and other relief, including equitable relief, for Parent’s or Merger Sub’s breach of this Agreement, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, and other than, from and after the Effective Time, the right of the Company’s stockholders and any holders of shares of Company Stock OptionsCommon Stock, Company Restricted Shares Options and Company Stock Units, as applicable, RSUs to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightthereof. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party hereto; provided, except however, that Parent and Merger Sub may (a) assign any or Merger Subsidiary may transfer or assign its all of their rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, Agreement to any Person; Affiliate of Parent, provided that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlargeprevent, alter delay or change any obligation of impair the transactions contemplated hereby or (b) collaterally assign, without the Company’s or any other parties consent, any or all of the Parent’s or Merger Sub’s rights and obligations hereunder to any party hereto or due to providing the Debt Financing, which party may exercise all of the rights and remedies of Parent or Merger SubsidiarySub hereunder in connection with the enforcement of any security or exercise of any remedies to the extent permitted under the Debt Financing arrangements, provided that no such assignment shall relieve Parent or Merger Sub of their respective obligations hereunder. Any purported assignment, delegation or other transfer in contravention of this Section 11.06(b) shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and shall upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that, notwithstanding the parties heretoforegoing, except for: (i) only following the past, present and future officers, directors and employees of the Acquired Companies (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section 6.08, (ii) from and after the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock and Company Compensatory Awards shall be intended third-party beneficiaries of, and may enforce, the right to receive Merger Consideration, Vested RSU Consideration, Unvested RSU Converted Cash Consideration, and Unvested PRSU Converted Cash Consideration, as applicable, pursuant to Section 2.02Article III, (xiii) the consideration payable in respect of Company Stock Options pursuant to Parent Parties shall be intended third-party beneficiaries of, and may enforce, Section 2.05(a8.03(d), (yiv) the consideration payable in respect of Company Restricted Shares pursuant to Parties shall be intended third-party beneficiaries of, and may enforce, Section 2.05(a8.02(y) and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a8.03(d), and (iiv) the right if a court of competent jurisdiction has declined to grant specific performance, then the Company on behalf of its stockholders to pursue may seek damages (including claims for which the Parent Parties acknowledge and agree may include damages based on loss of the economic benefits of the Merger to the Company’s stockholders) on behalf of the holders of shares of Company Common Stock and Company Compensatory Awards (each of which are deemed third-party beneficiaries of this Agreement to the extent required for this provision to be enforceable) subject to the limitations set forth in the Section 8.03(d); provided, that in no event shall any such holder be entitled to directly enforce any of their rights, or any of Parent’s or Merger SubsidiarySub’s wrongful termination of obligations, under this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) in the right of the Indemnified Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express third-party beneficiary of Section 11.07, Section 11.08 and Section 11.09. The third-party beneficiary rights referenced in clause (ii) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise event of any such rightbreach, but rather the Company shall have the sole and exclusive right to do so, as agent for such holders. (b) No party may assignNeither this Agreement nor any of the rights, delegate interests or obligations hereunder shall be assigned by any of the parties hereto by operation of Law or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties; provided, that each other party hereto, except that of Parent or and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (ia) one or more of their its Affiliates at any time and time, (iib) after the Effective Time, to any PersonPerson and (c) for collateral security purposes to any Persons providing financing to thereto pursuant to the terms thereof (including for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such financing); provided provided, that such transfer any assignment by Parent or assignment Merger Sub shall not relieve Parent or Merger Subsidiary Sub of its obligations hereunder hereunder; provided, further, that each of Parent and Merger Sub may transfer or enlarge, alter assign its rights (but not its obligations) under this Agreement upon or change following the Closing for collateral security purposes to any obligation Debt Financing Source. Any purported assignment in violation of any other party hereto or due to Parent or Merger Subsidiarythis Section 9.06(b) shall be null and void.

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the parties heretoParties hereto and their respective successors and assigns and no provision of this Agreement is intended to confer any rights, except forbenefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties hereto and their respective successors and assigns, other than: (i) only following with respect to the provisions of ‎Section 7.04 which shall inure to the benefit of the Persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (ii) at and after the Effective Time, the right rights of the Company’s stockholders and holders of shares of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02, (x) accordance with the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a), (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) terms and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a), (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination conditions of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01)Agreement, which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) at and after the right Effective Time, the rights of the Indemnified Persons holders of Company Equity Awards and Company Cash Incentive Awards to enforce receive the payments contemplated by the applicable provisions of Section 7.03 only‎Section 2.05, in each case, at the Effective Time in accordance with the terms and conditions of this Agreement, and except that any Financing Source shall be an express third-party beneficiary (iv) the rights of Section 11.07, Section 11.08 and Section 11.09the Parent Related Parties under ‎Section 11.04(g). The third-party beneficiary rights referenced representations and warranties in clause (ii) this Agreement are the product of negotiations among the Parties hereto and are for the sole benefit of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the Company, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such rightParties hereto. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party Party hereto, except that Parent or Merger Subsidiary may Sub may, upon prior written notice to the Company, transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any Persontime; provided that such transfer or assignment shall not (i) relieve Parent or Merger Subsidiary Sub of its obligations hereunder or hereunder, (ii) enlarge, alter or change any obligation of any other party Party hereto or due to Parent or Merger SubsidiarySub or (iii) prevent, impair or delay the ability of Parent or Merger Sub to perform its obligations hereunder or prevent, impair or delay the consummation of the Merger or the other transactions contemplated hereby. Any purported assignment, delegation or other transfer without such consent shall be void.

Binding Effect; Benefit; Assignment. (a) The provisions of this This Agreement shall be binding upon and shall upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that, notwithstanding the parties heretoforegoing, except for: (i) only following the past, present and future officers, directors and employees of the Acquired Companies (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, ‎Section 6.07, (ii) solely from and after the Effective Time, the right of the Company’s stockholders and holders of Company Stock Options, Company Restricted Shares and Company Stock Units, as applicable, to receive (w) the Merger Consideration in respect of shares of Company Common Stock pursuant to Section 2.02shall be intended third-party beneficiaries of, (x) the consideration payable in respect of Company Stock Options pursuant to Section 2.05(a)and may enforce, (y) the consideration payable in respect of Company Restricted Shares pursuant to Section 2.05(a) Articles ‎II and (z) the consideration payable in respect of Company Stock Units pursuant to Section 2.05(a)‎III, (ii) the right of the Company on behalf of its stockholders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger to the Company’s stockholders) in the event of Parent’s or Merger Subsidiary’s wrongful termination of this Agreement or breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 10.01), which right is hereby expressly acknowledged and agreed by Parent and Merger Subsidiary and (iii) the right of the Indemnified Financing Related Persons to enforce the provisions of Section 7.03 only, and except that any Financing Source shall be an express intended third-party beneficiary beneficiaries of, and may enforce, the Lender Protective Provisions, and the rights of Section 11.07the Parent Parties hereunder may be pledged to the Financing Related Persons pursuant to the Debt Financing, Section 11.08 and Section 11.09. The (iv) the Parent Parties shall be shall be intended third-party beneficiary rights referenced in clause beneficiaries of, and may enforce, ‎Section 8.03(e) and ‎Section 9.13 and (iiv) of the preceding sentence may be exercised only by the Company (on behalf of its stockholders as their agent) through actions expressly approved by the Board of Directors of the CompanyParties shall be shall be intended third-party beneficiaries of, and no stockholder of the Company whether purporting to act in its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of the Companymay enforce, shall have any right or ability to exercise or cause the exercise of any such right‎Section 8.03(c). (b) No party may assignNeither this Agreement nor any of the rights, delegate interests or obligations hereunder shall be assigned by any of the parties hereto by operation of Law or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties; provided that each other party hereto, except that of Parent or and each Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their its Affiliates at any time (provided that such assignment would not reasonably be expected to delay the Closing or satisfaction of any condition to closing hereunder) and (ii) after the Effective Time, to any Person; , provided that such transfer that, in each case, any assignment by Parent or assignment either Merger Sub shall not relieve Parent or either Merger Subsidiary Sub of its obligations hereunder or enlarge, alter or change any obligation hereunder. Any purported assignment in violation of any other party hereto or due to Parent or Merger Subsidiarythis ‎Section 9.06(b) shall be null and void.