Common use of No Assignment or Benefit to Third Parties Clause in Contracts

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except that (i) the Cheetah Parties may assign any and all of their rights under this Agreement to New Cheetah, or a wholly owned, direct or indirect, subsidiary of New Cheetah, without the prior written consent of A/N (but no such assignment shall relieve the Cheetah Parties of any of their obligations hereunder) and (ii) A/N may assign any and all of their rights under this Agreement to an Affiliate without the prior written consent of the Cheetah Parties (but no such assignment shall relieve A/N of any of its obligations hereunder); provided that A/N may not assign the right to receive any Equity Consideration to any Person other than any ▇▇▇▇▇▇▇▇ Person (as defined in the Stockholders’ Agreement); provided, further, that any such ▇▇▇▇▇▇▇▇ Person shall execute an A/N Assumption Instrument (as defined in the Stockholders Agreement) concurrently with such assignment. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Cheetah Parties, A/N, the Cheetah Indemnitees and the A/N Indemnitees, and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors, legal representatives successors and permitted assigns. No party to this Agreement Party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party heretoParty, except that (i) the Cheetah Parties either Party may assign any and all of their its rights under this Agreement or any Ancillary Agreement to New Cheetah, one or a more of its wholly owned, direct or indirect, subsidiary of New Cheetah, without the prior written consent of A/N owned Subsidiaries (but no such assignment shall relieve the Cheetah Parties of any of their obligations hereunder) and (ii) A/N may assign any and all of their rights under this Agreement to an Affiliate without the prior written consent of the Cheetah Parties (but no such assignment shall relieve A/N Party of any of its obligations hereunderhereunder or thereunder); provided that A/N may not assign the right to receive and (ii) any Equity Consideration obligation of any Party to any Person other than Party under this Agreement or any ▇▇▇▇▇▇▇▇ Person of the Ancillary Agreements, which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. Any attempted assignment or delegation of this Agreement not effected in accordance with this Section 11.3 shall be null and void. (as defined in b) Each Party agrees that its respective representations, warranties, covenants and agreements set forth herein are solely for the Stockholders’ Agreement); providedbenefit of the other Party and its successors and permitted assigns and this Agreement is not intended to, furtherand does not, that any such ▇▇▇▇▇▇▇▇ Person shall execute an A/N Assumption Instrument (as defined in the Stockholders Agreement) concurrently with such assignment. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Cheetah PartiesParties and such successors and permitted assigns any rights or remedies hereunder, A/Nincluding the right to rely upon the representations and warranties set forth herein; provided, however, that the Cheetah Indemnitees Affiliates of each Party and the A/N Indemnitees, its and their respective successorsdirectors, legal representatives officers, shareholders, partners, members, attorneys, accountants, agents, Representatives and employees and their heirs, successors and permitted assigns, any rights or remedies under or by reason of this Agreementshall be third party beneficiaries of, and shall be entitled to rely on, Section 9.1(a).

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto each Party and their respective successors, legal representatives and permitted assigns. No party to this Agreement Party may assign any of its rights or delegate any of its obligations under this AgreementAgreement (for the avoidance of doubt, by operation no merger or sale of Law securities of any Party or otherwiseany entity that directly or indirectly controls any Party shall constitute an assignment hereunder), without the prior written consent of the other party heretoParties, except that as provided in Section 10.5, and any attempted or purported assignment in violation of this Section 10.3 shall be null and void; provided that, after Closing, (ia) the Cheetah Parties may assign any and all of their rights under this Agreement to New Cheetaheach Fund Entity may, or a wholly owned, direct or indirect, subsidiary of New Cheetahin its sole discretion, without the prior written consent of A/N (but no such assignment shall relieve the Cheetah Parties any other Party, assign all or a portion of any of their its rights and/or obligations hereunder) and (ii) A/N may assign any and all of their rights under this Agreement to an Affiliate of such Fund Entity and (b) each Enbridge Entity may, without the prior written consent of the Cheetah Parties any other Party, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of such Enbridge Entity; provided that, in either case, (but no i) such assignment shall not relieve A/N of any the assigning Party of its obligations hereunder); provided , (ii) such assignment shall not have any adverse tax consequence to the non-assigning Party or Parties and (iii) the assigning Party shall within ten Business Days of such assignment notify all Parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after Closing, each Person that A/N may is an Indemnified Party but not assign the right a Party to receive any Equity Consideration to any Person other than any ▇▇▇▇▇▇▇▇ Person (this Agreement shall be an express third-party beneficiary of Article IX. Except as defined set forth in the Stockholders’ Agreement); providedimmediately preceding sentence, further, that any such ▇▇▇▇▇▇▇▇ Person shall execute an A/N Assumption Instrument (as defined in the Stockholders Agreement) concurrently with such assignment. Nothing nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Cheetah Parties, A/N, the Cheetah Indemnitees and the A/N Indemnitees, Parties to this Agreement and their respective successors, legal representatives successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors, legal representatives successors and permitted assigns. No party to this Agreement Party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party heretoParty, except that (i) the Cheetah Parties either Party may assign any and all of their its rights under this Agreement or any Ancillary Agreement to New Cheetah, one or a more of its wholly owned, direct or indirect, subsidiary of New Cheetah, without the prior written consent of A/N owned Subsidiaries (but no such assignment shall relieve the Cheetah Parties of any of their obligations hereunder) and (ii) A/N may assign any and all of their rights under this Agreement to an Affiliate without the prior written consent of the Cheetah Parties (but no such assignment shall relieve A/N Party of any of its obligations hereunderhereunder or thereunder); provided that A/N may not assign the right to receive and (ii) any Equity Consideration obligation of any Party to any Person other than Party under this Agreement or any ▇▇▇▇▇▇▇▇ Person of the Ancillary Agreements, which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. Any attempted assignment or delegation of this Agreement not effected in accordance with this Section 8.4 shall be null and void. (as defined in b) Except with respect to Section 5.8, each Party agrees that its respective representations, warranties, covenants and agreements set forth herein are solely for the Stockholders’ Agreement); providedbenefit of the other Party and its successors and permitted assigns and this Agreement is not intended to, furtherand does not, that any such ▇▇▇▇▇▇▇▇ Person shall execute an A/N Assumption Instrument (as defined in the Stockholders Agreement) concurrently with such assignment. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Cheetah PartiesParties and such successors and permitted assigns any rights or remedies hereunder, A/Nincluding the right to rely upon the representations and warranties set forth herein; provided, however, that the Cheetah Indemnitees Affiliates of each Party and the A/N Indemnitees, its and their respective successorsdirectors, legal representatives officers, shareholders, partners, members, attorneys, accountants, agents, Representatives and employees and their heirs, successors and permitted assigns, any rights or remedies under or by reason of this Agreementshall be third party beneficiaries of, and shall be entitled to rely on Section 5.10.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns, if any, and except as provided herein, shall inure to the benefit of the parties hereto and their respective successors, legal representatives successors and permitted assigns, if any. No party to this Agreement may assign any of its rights or delegate any of its obligations under this NY12528: 107491.4 Agreement, by operation of Law law or otherwise, without the prior written consent of the other party hereto; provided, except however, that (i) the Cheetah Parties Sellers, upon 30 days' written notice to Purchaser, may assign any and all of their rights under this Agreement to New Cheetah, or a wholly owned, direct or indirect, subsidiary of New Cheetah, without the prior written consent of A/N (but no such assignment shall relieve the Cheetah Parties of delegate any of their obligations hereunder) and (ii) A/N may assign duties with respect to any and all of their rights under services to be provided, or any goods or products to be delivered, by Sellers to Purchaser following the Closing Date pursuant to this Agreement to an Affiliate without the prior written consent of the Cheetah Parties (but no such assignment shall relieve A/N of or any of its obligations hereunder); provided that A/N may not assign the right to receive any Equity Consideration agreement executed by Sellers or Purchaser to any Person other than any ▇▇▇▇▇▇▇▇ Person (as defined in the Stockholders’ Agreement)Subsidiaries or Affiliates of Sellers; provided, further, that any Purchaser may assign its rights and obligations hereunder, in whole or in part, to one or more direct or indirect wholly owned subsidiaries of Purchaser if Purchaser shall irrevocably and unconditionally guarantee the performance of such ▇▇▇▇▇▇▇▇ Person obligations pursuant to an instrument reasonably satisfactory to Sellers. Any attempted assignment or delegation in contravention hereof shall execute an A/N Assumption Instrument (as defined in the Stockholders Agreement) concurrently with such assignmentbe null and void. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Cheetah PartiesPurchaser, A/NSellers, the Cheetah Indemnitees and Subsidiaries of Sellers, the A/N Indemnitees, and Indemnified Parties or their respective successors, legal representatives and successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto SEP and Contributor and their respective successors, legal representatives and permitted assigns. No party to this Agreement Party may assign any of its rights or delegate any of its obligations under this AgreementAgreement (for the avoidance of doubt, by operation no merger or sale of Law securities of any Party or otherwiseany entity that directly or indirectly controls any Party shall constitute an assignment hereunder), without the prior written consent of the other party heretoothers, except that as provided in Section 11.5, and any attempted or purported assignment in violation of this Section 11.3 shall be null and void; provided that, after the Closing, (ia) the Cheetah Parties may assign any and all of their rights under this Agreement to New CheetahSEP may, or a wholly owned, direct or indirect, subsidiary of New Cheetahin its sole discretion, without the prior written consent of A/N (but no such assignment shall relieve the Cheetah Parties Contributor assign all or a portion of any of their its rights and/or obligations hereunder) and (ii) A/N may assign any and all of their rights under this Agreement to an Affiliate of SEP and (b) Contributor may, without the prior written consent of the Cheetah Parties SEP, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate; provided that, in either case, (but no i) such assignment shall not relieve A/N of any the assigning party of its obligations hereunder); provided , (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the Closing, each Person that A/N may is an Indemnified Party but not assign the right a party to receive any Equity Consideration to any Person other than any ▇▇▇▇▇▇▇▇ Person (this Agreement, shall be an express third-party beneficiary of Section 7.14. Except as defined set forth in the Stockholders’ Agreement); providedimmediately preceding sentence, further, that any such ▇▇▇▇▇▇▇▇ Person shall execute an A/N Assumption Instrument (as defined in the Stockholders Agreement) concurrently with such assignment. Nothing nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Cheetah Parties, A/N, the Cheetah Indemnitees and the A/N Indemnitees, parties to this Agreement and their respective successors, legal representatives successors and permitted assigns, any rights or remedies under or by reason of this Agreement.