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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other 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 its rights under this Agreement (including its indemnification rights under Section 7), 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. (d) 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 any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Parent; Seller; the Purchaser; the other Indemnitees; Purchaser and the respective successors and permitted assigns (if any) of the foregoing. (b) After the Closing Date, the Neither Parent (or Seller) nor Purchaser may freely assign any or all of its their respective rights under this Agreement (including its indemnification rights under Section 7), 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 party hereto assets or stock or otherwise). For the avoidance of any other Person; provideddoubt, however, that the Purchaser shall remain liable for all of may not assign 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 the Note without the Purchaser's prior Parent’s written consent. (dc) 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 AgreementsAgreements 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); the Shareholder and the Shareholder's personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Shareholder; the Purchaser; the other IndemniteesIndemnitees (subject to Section 6.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 76), 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 . Neither the Purchaser Seller nor the Shareholder shall remain liable for all of its obligations under this Agreement. (c) 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. (dc) None Except for the provisions of Section 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); each Shareholder and such Shareholder’s personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Shareholders; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of Person. Neither the Seller nor any other Person; provided, however, that the Purchaser Shareholder shall remain liable for all of its obligations under this Agreement. (c) 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 ’s prior written consent, which shall not be unreasonably withheld. (dc) None 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 7.5); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), 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 his or its rights or delegate any of his or its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None Except for the provisions of Section 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) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 10.9); and the respective successors and assigns (if any) of the foregoing. (b) After Neither the Closing Date, Seller nor the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without first obtaining the prior written consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser other. The Acquisition Sub 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 to the Purchaser or an affiliate of the Purchaser without obtaining the Purchaser's prior written consentconsent or approval of any other Person. (dc) None Except for the provisions of 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: the Seller Sellers and its their successors and assigns (if any); each General Partner and such General Partner's personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the SellerSellers; the General Partners; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7Article 9), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of Person. Neither the Sellers nor any other Person; provided, however, that the Purchaser General Partner shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its his or their rights or delegate any of its his or their obligations under this Agreement without the Purchaser's prior written consent. (dc) None Except for the provisions of Article 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 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: upon the Seller and its successors and assigns (if any); ) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 10.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 710), 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. (dc) None Except for the provisions of Section 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: the Seller and its successors and assigns (if any); ) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the Purchaser; the other IndemniteesIndemnified Parties; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)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; 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 ’s prior written consent. (dc) None Except for the provisions of Section 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 Transactional Agreements; other Transaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional Agreementsother Transaction 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.

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 its their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); 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 its their respective rights under this Agreement (including its their indemnification rights under Section 79), 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 consentconsent of the Purchaser. (dc) None 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 any of the Transactional Agreements; this Agreement, and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsthis.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: upon the Seller parties and its successors and assigns (if any); and the Purchaser and its their respective successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), 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 his or its rights or delegate any of its obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 76), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of Person, provided that no such assignment will relieve Purchaser from 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 ’s prior written consent. (dc) None Except for the provisions of Section 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 any of the Transactional Agreements; this Agreement, and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsthis Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller upon and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure solely to the benefit of: of the Seller; parties hereto and their respective successors, legal representatives and permitted assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned without the Purchaser; written consent of the other Indemniteesparties; and the respective successors and assigns (if any) of provided, that notwithstanding the foregoing. , Buyer may (x) after the Closing, assign its rights and obligations under this Agreement, in whole or in part, to (a) any Affiliate of Buyer or (b) After the Closing Date, the Purchaser may freely assign any acquirer of all or substantially all of the equity or assets of Buyer (or any of its Affiliates, including the Acquired Companies) (whether such sale is structured as a sale of equity, a sale of assets, a merger, a recapitalization or otherwise) or (y) collaterally assign its rights under this Agreement (including its indemnification rights under Section 7)Agreement, in whole or in part, to any other Person lender to Buyer or any of its Affiliates, under the Debt Financing or otherwise, as security for obligations to such lender, in each case, without obtaining the consent or approval relieving Buyer 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 . Nothing in this Agreement, express or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None of the provisions of this Agreement implied, is intended to provide or shall confer upon any rights or remedies to any Person Person, other than the parties hereto and the Indemnified Parties (with respect to the provisions of Article XI), any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement Agreement, and their respective successors and assigns (if any). Without limiting the generality no other Person shall be deemed a third-party beneficiary under or by reason of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsthis Agreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller ECG and its successors and assigns (if any); each Significant Shareholder and the Purchaser such Significant Shareholder's personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and PeopleNet International Corporation and its successors and assigns (if any). This Agreement shall inure to the benefit of: the SellerECG; the PurchaserSignificant Shareholders; PeopleNet International Corporation; the other IndemniteesIndemnitees (subject to Section 4.8); and the respective successors and permitted assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser PeopleNet International Corporation may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 74), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of Person. Neither ECG nor any other Person; provided, however, that the Purchaser Significant Shareholder shall remain liable for all of its obligations under this Agreement. (c) 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 PurchaserPeopleNet International Corporation's prior written consent. (dc) None Except for the provisions of Section 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 permitted assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller ECG shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller ECG 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 PC and its successors and assigns (if any); each Significant Shareholder and the Purchaser such Significant Shareholder's personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and PeopleNet International Corporation and its successors and assigns (if any). This Agreement shall inure to the benefit of: the SellerPC; the PurchaserSignificant Shareholders; PeopleNet International Corporation; the other IndemniteesIndemnitees (subject to Section 4.8); and the respective successors and permitted assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser PeopleNet International Corporation may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 74), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of Person. Neither PC nor any other Person; provided, however, that the Purchaser Significant Shareholder shall remain liable for all of its obligations under this Agreement. (c) 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 PurchaserPeopleNet International Corporation's prior written consent. (dc) None Except for the provisions of Section 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 permitted assigns (if any). Without limiting the generality of the foregoing: , (i) no employee of the Seller PC shall have any rights under this Agreement or under any of the other Transactional Agreements; , and (ii) no creditor of the Seller PC 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 the Purchaser its successors and assigns (if any) and Parent and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Seller Indemnified Persons; Parent; Purchaser; the other IndemniteesPurchaser Indemnified Persons; 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 its rights under this Agreement (Agreement, including its indemnification rights under Section 7)8, 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 ’s prior written consent. (dc) None Except for the provisions of Section 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 any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights this Agreement or under 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 its 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; Indemnitees and the respective successors and permitted assigns (if any) of each of the foregoing. (b) After viii. Purchaser may, in the Closing Dateevent of a sale of all or substantially all of the Business or Transferred Assets to any third party, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)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 party hereto third party, freely assign any or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations rights under this the Agreement. (c) The Seller , in whole or in part, to any such third party without obtaining the consent or approval of 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 Purchaser's other party’s prior written consent. (d) None ix. Except for the provisions of Section 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 Transactional Agreements; other Transaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional Agreementsother Transaction Documents.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its the IP Seller and each of their respective successors in interest and assigns (if any); ) and the Purchaser and its successors in interest and assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the IP Seller, and the Purchaser; the other Indemnitees; and the respective assigns and successors and assigns in interest (if any) of each of the foregoingSeller, the IP Seller, and the Purchaser. (b) After the Closing Date, the The Purchaser may freely assign in whole or in part any or all of its rights and obligations under this Agreement (including its indemnification rights under Section 7), in whole or in part, 4) (a) pursuant to any merger, consolidation, business combination, or other Person corporate reorganization or business transaction in which the Purchaser may participate, or (b) to any affiliated Entity, without obtaining the consent or approval of any other party hereto or of any other Person; provided. Subject to the foregoing, however, that the Purchaser shall remain liable for all not delegate any of its obligations under this Agreement. (c) hereunder to any third party without the written consent of the Seller, which consent shall not be unreasonably withheld. The Seller and the IP Seller shall not be permitted to assign any of its their respective rights or delegate any of its their respective obligations under this Agreement without the Purchaser's prior written consent. (dc) None Except for the provisions of Section 4, 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 and, as to the Purchaser, its respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreements.and, as to

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 its their successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , Parent, the Purchaser; , the other Indemnitees; Indemnitees and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, Parent and the Purchaser may freely assign any or all of its their respective rights under this Agreement (including its their indemnification rights under Section 70 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 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 consentconsent of Parent and the Purchaser. (dc) None Except for the provisions of Section 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other 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 its rights under this Agreement (including its indemnification rights under Section 75), 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. (d) 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 any of the Transactional Agreementsthis Agreement; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsthis Agreement.

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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the of Sellers, Purchaser; , the other Indemnitees; Indemnitees (subject to Section 7.5) 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 its rights or delegate any or all of its obligations under this Agreement (including its indemnification rights under Section Article 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or Person, and, in connection with any such delegation of any other Person; providedobligations, however, the Parties acknowledge and agree that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The not retain any obligation to continue to satisfy or perform such obligations. 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 ’s prior written consent. (dc) None Except for the provisions of Article 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 creditor of the Seller or other claim holder against Sellers shall have any rights under this Agreement or any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreementsother Transaction 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other 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 its rights under this Agreement (including Agreement(including its indemnification rights under Section 7), 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. (d) 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 any of the Transactional AgreementsAgreement; and (ii) no creditor of the Seller shall have any rights under any of the Transactional AgreementsAgreement.

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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Parent; the Principal Shareholder; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), 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. Neither the Seller, however, that the Purchaser Principal Shareholder nor the Parent shall remain liable for all of its obligations under this Agreement. (c) 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 ’s prior written consent. (dc) None 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: Parent, the Seller Sellers and its their successors and assigns (if any); each Member and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: Parent, the SellerSellers; the Members; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After Provided that, among other considerations there shall be no increase in any economic, financial, or pecuniary risk to the Closing DateSellers’ interest in the Stock Consideration, the Purchaser and Sellers may freely assign any or all of its their rights under this Agreement (including its indemnification rights under Section 79), 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 Except for the provisions of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None 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 the Purchaser and its their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.6); 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 its their respective rights under this Agreement (including its their indemnification rights under Section 79), 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 pe1mitted to assign any of its rights or delegate any of its obligations under this Agreement without the p1ior written consent of the Purchaser's prior written consent. (dc) None 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 any of the Transactional Agreements; this Agreement, and (ii) no creditor of the Seller shall have any rights under any of the 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), 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; 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 their rights or delegate any of its their obligations under this Agreement without the Purchaser's ’s prior written consent. (dc) None 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 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , the Purchaser; , the other Indemnitees; Seller Indemnitees and Purchaser Indemnitees and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), 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 party hereto or of any other Person; provided, however, that . No such assignment shall relieve the Purchaser shall remain liable for all or VUANCE of its obligations under this Agreement. (c) 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 ’s prior written consent. (dc) None Except for the provisions of Section 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 any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the 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 its their successors and assigns (if any). This Agreement shall inure to the benefit of: of the Seller; , Parent, the Purchaser; , the other Indemnitees; Indemnitees and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, Parent and the Purchaser may freely assign any or all of its their respective rights under this Agreement (including its their indemnification rights under Section 710 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 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 consentconsent of Parent and the Purchaser. (dc) None Except for the provisions of Section 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 ▇▇▇▇▇▇▇▇▇'▇ personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; ▇▇▇▇▇▇▇▇▇; the Purchaser; the other IndemniteesIndemnitees (subject to Section 9.7); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 79), 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 . Neither the Purchaser Seller nor ▇▇▇▇▇▇▇▇▇ shall remain liable for all of its obligations under this Agreement. (c) 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. (dc) None 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; , the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)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; 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 ’s prior written consent. (dc) 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 Transactional Agreements; other Transaction Documents, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the Transactional Agreementsother Transaction 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7)6, in whole or in part, to any other Person Affiliate of the Purchaser 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) 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 ’s prior written consent. (dc) None Except for the provisions of Section 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 AgreementsAgreements 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After The Purchaser shall have the Closing Dateright to assign this Agreement to an affiliated company or in connection with the merger, the Purchaser may freely assign any consolidation, sale or transfer of all or substantially all of its rights under the business to which this Agreement (including its indemnification rights under Section 7), 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) relates. The Seller shall not be permitted to assign any of its respective rights or delegate any of its respective obligations under this Agreement without the Purchaser's ’s prior written consentconsent other than to a nominee, including but not limited to a liquidating trust, in connection with the wind down or liquidation of the Seller. Any attempted assignment or delegation by the Seller in violation of this Section 6.7(b) shall be null and void. (dc) 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 the other Indemnitees (and their respective successors and assigns (permitted 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 its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other IndemniteesPurchaser Indemnitees (subject to Section 4.6); and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the . The Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 74), 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 ’s prior written consent. (d) None . Except for the provisions of Section 4, 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.