Common use of Successors and Assigns; Parties in Interest Clause in Contracts

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) the Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Purchaser. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the upon Parent, Seller and its their respective successors and assigns (if any) ), and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Parent; Seller; the Purchaser; the other Indemnitees (subject to Section 9.6); Purchaser and the respective successors and permitted assigns (if any) of the foregoing. (b) the Neither Parent (or Seller) nor Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the other party’s written consent except in connection with a sale of substantially the entire business of Parent or approval Purchaser, as the case may be (whether by merger, sale of any other Personassets or stock or otherwise). The Seller shall For the avoidance of doubt, Purchaser may not be permitted to assign any of its rights or delegate any of its obligations under this Agreement the Note without the prior Parent’s written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 hereof, none None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, : (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, Agreements under Section 4 or otherwise; and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 97), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person. ; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent of the Purchaserconsent. (cd) Except for the provisions of Section 9 hereof, none None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, : (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, ; and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Subject to Sections 2.5 and 9.8(b) of this Escrow Agreement, this Escrow Agreement shall be binding upon: the Seller's Agent and Seller and its their respective estates, successors and assigns (if any) ); and the Purchaser Isonics and their its successors and assigns (if any). This Escrow Agreement shall inure to the benefit of: the Seller; the PurchaserIsonics; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) the Purchaser Isonics may freely assign any or all of their respective its rights under this Agreement (including their indemnification rights under Section 9)Escrow Agreement, in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person. The Isonics may not delegate its obligations under this Escrow Agreement to any other Person without the prior consent of the Seller's Agent. Neither Seller nor the Seller's Agent shall not be permitted to assign any of his, her or its rights or delegate any of his, her or its obligations under this Escrow Agreement without the Isonics's prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ), and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 96), in whole or in part, to any other Person without obtaining the consent or approval of any other Person, provided that no such assignment will relieve Purchaser from any of its obligations under this Agreement. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional AgreementsAgreement, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional AgreementsAgreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) including Seller LLC after the LLC Merger); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.69.7); and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent, except to Seller LLC. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); Purchaser and its successors and assigns (if any) and the Purchaser Parent and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Seller Indemnified Persons; Parent; Purchaser; the other Indemnitees (subject to Section 9.6)Purchaser Indemnified Persons; and the respective successors and assigns (if any) of the foregoing. (b) the Purchaser may freely assign any or all of their respective its rights under this Agreement (Agreement, including their indemnification its rights under Section 9)8, in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 8 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee or creditor of Seller, including the Seller Continuing Employees, shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Purchaser Indemnitees (subject to Section 9.64.6); and the respective successors and assigns (if any) of the foregoing. (b) the . The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 94), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaser. (c) consent. Except for the provisions of Section 9 hereof4, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the upon each Seller and its successors and assigns (if any) and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the of Sellers, Purchaser; , the other Indemnitees (subject to Section 9.6); 7.5) and the respective successors and assigns (if any) of the foregoing. (b) the Purchaser may freely assign any or all of their respective its rights or delegate any or all of its obligations under this Agreement (including their its indemnification rights under Section 9Article 7), in whole or in part, to any other Person without obtaining the consent or approval of any other Person, and, in connection with any such delegation of obligations, the Parties acknowledge and agree that Purchaser shall not retain any obligation to continue to satisfy or perform such obligations. The A Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 hereofArticle 7, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties Parties to this 39. Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller or other claim holder against Sellers shall have any rights under this Agreement or any of the other Transactional AgreementsTransaction Documents.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) the Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted pe1mitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior p1ior written consent of the Purchaser. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional AgreementsAgreement, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreementsthis.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , the Purchaser; , the other Seller Indemnitees (subject to Section 9.6); and Purchaser Indemnitees and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 9), 6) in whole or in part, to any other Person whose total shareholders’ equity is equal to or greater than the Purchaser, without obtaining the consent or approval of any other Person. No such assignment shall relieve the Purchaser or VUANCE of its obligations hereunder. The Seller shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: upon the Seller and its successors and assigns (if any) and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , the Purchaser; , and the other Indemnitees (subject to Section 9.64.7); and the respective successors and assigns (if any) of the foregoing. (b) the Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller Neither party hereto shall not be permitted to assign (other than in connection with a change of control of such party) any of its rights or nor delegate any of its obligations under this Agreement without the prior written consent of the Purchaser. (c) other party hereto. Except for the provisions of Section 9 Article 4 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 95), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person. ; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent of the Purchaserconsent. (cd) Except for the provisions of Section 9 hereof, none None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, : (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, Agreement; and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional AgreementsAgreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); the Shareholder and the Shareholder's personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Shareholder; the Purchaser; the other Indemnitees (subject to Section 9.66.7); and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 96), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Neither the Seller nor the Shareholder shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Purchaser Closing, either party may freely assign any or all of their respective its rights or delegate its obligations under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Purchaser. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Transaction Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Transaction Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser Purchasers and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the PurchaserShareholders; the Purchasers; the other Indemnitees (subject to Section 9.69.7); and the respective successors and assigns (if any) of the foregoing. (b) the Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Purchasers. Other than (1) in conjunction with a change of control of the Purchasers or Cavium US or (2) an assignment from a Purchaser to an entity under common control with such Purchaser, the Purchasers shall not be permitted to assign any of their rights or delegate any of their obligations under this Agreement without the prior written consent of the Seller (so long as the Seller remains in existence). (cb) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) the Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Purchaser. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional AgreementsAgreement, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreementsthis.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the Purchaser; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their indemnification rights under Section 9)Agreement, in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 hereof, none None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional AgreementsTransaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional AgreementsTransaction Documents.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller Corporations and their respective successors and assigns (if any); Parent and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; Parent; the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) Both the Purchaser and Parent may freely assign any or all of their respective rights under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Neither the Seller nor Seller Sub shall not be permitted to assign any of its or his rights or delegate any of its or his obligations under this Agreement without the Purchaser's prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties Parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements. Parent shall be a beneficiary of all of the rights and remedies of the Purchaser set forth in this Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: Parent, the Seller Sellers and its their successors and assigns (if any) ); each Member and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: Parent, the SellerSellers; the Members; the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) Provided that, among other considerations there shall be no increase in any economic, financial, or pecuniary risk to the Sellers’ interest in the Stock Consideration, the Purchaser and Sellers may freely assign any or all of their respective rights under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Purchaser. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to or to bind, commit, and obligate any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller Sellers shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller Sellers shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and Parent, the Purchaser and their successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , Parent, the Purchaser; , the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) Parent and the Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 90 hereof), in whole or in part, to any other Person wholly-owned subsidiary of the Parent or the Purchaser, without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Parent and the Purchaser. (c) Except for the provisions of Section 9 0 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification its rights under Section 9)6, in whole or in part, to any other Person Affiliate of the Purchaser without obtaining the consent or approval of any other Personthe Seller. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, : (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, Agreements or otherwise; and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); each Shareholder and such Shareholder’s personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Shareholders; the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Neither the Seller nor any Shareholder shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent, which shall not be unreasonably withheld. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of their respective its rights under this Agreement (including their Agreement(including its indemnification rights under Section 97), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person. ; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent of the Purchaserconsent. (cd) Except for the provisions of Section 9 hereof, none None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, : (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, Agreement; and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional AgreementsAgreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.67.5); and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 97), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 7 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) vii. This Agreement shall be binding upon: upon the Seller and its successors and assigns (if any) and the Purchaser and their respective successors and assigns (if any)permitted assigns. This Agreement shall inure to the benefit of: of the Seller; , the Purchaser; , the other Indemnitees (subject to Section 9.6); and the respective successors and permitted assigns (if any) of each of the foregoing. (b) viii. Purchaser may, in the Purchaser may event of a sale of all or substantially all of the Business or Transferred Assets to any third party, freely assign any or all of their respective rights under this Agreement (including their indemnification its rights under Section 9)4, in whole or in part, to any other Person such third party without obtaining the consent or approval of Seller. Seller may, in the event of a sale of all or substantially all of the business or assets of such party to any other Personthird party, freely assign any or all of its rights under the Agreement, in whole or in part, to any such third party without obtaining the consent or approval of Seller. The Seller Subject to the foregoing sentence, neither party shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the other party’s prior written consent of the Purchaserconsent. (c) ix. Except for the provisions of Section 9 6 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any)assigns. Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional AgreementsTransaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional AgreementsTransaction Documents.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and Parent, the Purchaser and their successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , Parent, the Purchaser; , the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) Parent and the Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 910 hereof), in whole or in part, to any other Person wholly-owned subsidiary of the Parent or the Purchaser, without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Parent and the Purchaser. (c) Except for the provisions of Section 9 10 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.610.9); and the respective successors and assigns (if any) of the foregoing. (b) Neither the Seller nor the Purchaser may freely assign any or all of their respective its rights under this Agreement (including their indemnification rights under Section 9), in whole or in part, to any other Person without first obtaining the prior written consent or approval of any other Personthe other. The Seller Acquisition Sub shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without to the prior written consent Purchaser or an affiliate of the PurchaserPurchaser without obtaining the consent or approval of any other Person. (c) Except for the provisions of Section 9 Sections 10 and 11 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: upon the Seller and its successors and assigns (if any) and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; the Purchaser; the other Indemnitees (subject to Section 9.610.6); and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 910), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 10 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement Parties and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: upon the Seller and its successors and assigns (if any) and the Purchaser parties and their respective successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.69.7); and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of his or its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (aA) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (bB) After the Purchaser Closing, either party may freely assign any or all of their respective its rights or delegate its obligations under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Purchaser. (cC) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Transaction Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Transaction Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇'▇ personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; ▇▇▇▇▇▇▇▇▇; the Purchaser; the other Indemnitees (subject to Section 9.69.7); and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Neither the Seller nor ▇▇▇▇▇▇▇▇▇ shall not be permitted to assign any of his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 Section 12 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.69.7); and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their its indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the prior written consent or approval of any other party hereto or of any other Person. The Seller shall not be permitted to assign any of its their rights or delegate any of its their obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, : (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) ); and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6Section5.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Purchaser Closing, either party may freely assign any or all of their respective its rights or delegate its obligations under this Agreement (including their its indemnification rights under Section 95), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Purchaser. (c) Except for the provisions of Section 9 5 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Transaction Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Transaction Agreements.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the Purchaser; the other Indemnitees (subject to Section 9.6)Indemnified Parties; and the respective successors and assigns (if any) of the foregoing. (b) the The Purchaser may freely assign any or all of their respective its rights under this Agreement (including their indemnification rights under Section 9)Agreement, in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser’s prior written consent of the Purchaserconsent. (c) Except for the provisions of Section 9 7 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional AgreementsTransaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional AgreementsTransaction Documents. Notwithstanding the foregoing, the preferred stockholders of Seller who receive the Equity Consideration are agreed to be intended third-party beneficiaries of the representations and warrants of Purchaser set forth in ARTICLE IV and the obligations under Section 6.6 and 6.7.