Common use of Successors; Assignment; Amendments; Waivers Clause in Contracts

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become an ITR Entity for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR Entity. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity An Equity Plan Member may assign any of his or her or its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become an ITR Entity Equity Plan Member for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and all Equity Plan Members; provided, that, the ITR Entitydefinition of Change of Control cannot be amended without the written approval of a majority of the Independent Directors. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Each Stockholder may freely assign any of or transfer its rights under this Agreement without the prior written consent of the Corporation to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become an ITR Entity for be bound by all purposes provisions of this Agreement. If the Stockholders Representative assigns all or a portion of its rights as a Stockholder under this Agreement, except such transferee shall, at the election of the Stockholders Representative, also have the rights provided to the Stockholders Representative in its capacity as otherwise such; provided further that the Stockholders Representative may assign its rights in its capacity as such joinderto an Affiliate. (b) The Corporation may not assign any of its rights and obligations under this Agreement without the prior written consent of the Stockholders Representative. (c) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Corporation and the ITR EntityStockholders Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (cd) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives, including any Permitted Assignee pursuant to a Permitted Assignment. The Corporate Taxpayer Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerCorporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign A Holder is permitted to transfer any of its rights under this Agreement to any Person as long as such only upon execution and delivery by the transferee has executed and delivered, or, in connection with such transfer, executes and delivers, of a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to Exhibit A to this Agreement, in which the Corporate Taxpayer, agreeing transferee agrees to become an ITR Entity a “Holder” for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR EntityHolders. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto Parties and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For place (except to the extent expressly provided by this Agreement and provided that, for the avoidance of doubt, Parent shall expressly assume if a Change in Control has occurred and agree an Early Termination Payment is required to perform this Agreement in the same manner and to the same extent that be made then the Corporate Taxpayer would Taxpayer’s payment obligations shall be required to performdetermined taking into account the provisions of ARTICLE IV).

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become an ITR Entity for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR Entity; provided, that, the definition of Change of Control cannot be amended without the written approval of a majority of the Independent Directors. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity No Shareholder may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such person without the prior written consent of Corporate Taxpayer. If the Corporate Taxpayer gives prior written consent to a transfer, executes the transfer shall be permitted only upon execution and delivers, delivery by the transferee of a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to Exhibit A to this Agreement, in which the Corporate Taxpayer, agreeing transferee agrees to become an ITR Entity a “Shareholder” for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and a majority of Shareholders party to the ITR EntityAgreement (measured by present value of payments due under this Agreement, using the present value calculation and assumptions described under Section 4.3(b) above). No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For place (except to the extent expressly provided by this Agreement and provided that, for the avoidance of doubt, Parent shall expressly assume if a Change in Control has occurred and agree an Early Termination Payment is required to perform this Agreement in the same manner and to the same extent that be made then the Corporate Taxpayer would Taxpayer’s payment obligations shall be required to performdetermined taking into account the provisions of Article IV).

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Virgin may not assign any of its rights under this Agreement to any Person person without the prior written consent of the Corporation; provided, however that Virgin may assign this agreement to any of its Affiliates, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, Corporation agreeing to become an ITR Entity for be bound by all purposes provisions of this Agreement, except as otherwise provided in such joinder. (b) Agreement and acknowledging specifically the last sentence of the next paragraph. No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Corporation and the ITR EntityVirgin. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) . All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerCorporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Change Shareholder Representatives may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become an ITR Entity the Change Shareholder Representatives for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR EntityChange Shareholder Representatives. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity A Limited Partner may not assign any of its rights under this Agreement to any Person as Person; provided, however, that in connection with a sale by the Limited Partner of Class B Common Units to another Limited Partner, such selling Limited Partner shall have the option to assign its rights under this Agreement with respect to the Class B Common Units sold to such acquiring Limited Partner, so long as such transferee acquiring Limited Partner has executed and delivered, or, or in connection with such transfer, sale executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerPremier, agreeing to become an ITR Entity a successor for all purposes of this Agreementpurposes, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Premier and the ITR EntityLimited Partners; provided, that, the definition of Change of Control cannot be amended without the written approval of a majority of the Independent Directors. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer Premier shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerPremier, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Premier would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity H&F ▇▇▇▇▇▇ may assign any of its rights under this Agreement to any Person person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, delivered a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the Corporate TaxpayerExhibit A to this Agreement, agreeing to become an ITR Entity for all purposes be bound by Section 7.12 and acknowledging specifically the terms of this Agreement, except as otherwise provided in such joinderSection 7.6(b). (b) An assignee pursuant to Section 7.6(a) shall have no rights under this Agreement except the right to receive payments under this Agreement, and APAM shall use its reasonable best efforts to deliver Advisory Firm Letters to such transferee as provided in Section 2.3(a) and Section 4.2. (c) No provision of this Agreement may be amended unless such amendment is approved in writing by both APAM and H&F ▇▇▇▇▇▇; provided, that, amendment of the Corporate Taxpayer and definition of Change of Control will also require the ITR Entitywritten approval of a majority of the Independent Directors. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (cd) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer APAM shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerAPAM, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer APAM would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. PICO may not assign this Agreement to any person without the prior written consent of UCP, Inc.; provided, however , that (ai) The ITR Entity to the extent PICO Membership Interests are effectively transferred in accordance with the terms of the LLC Agreement, PICO may assign any to the transferee of such PICO Membership Interests PICO's rights under this Agreement with respect to such transferred PICO Membership Interests and (ii) PICO shall be entitled to assign its rights under this Agreement to any Person as long as (x) a direct or indirect beneficial owner or Affiliate of PICO, in connection with a liquidation, dissolution, winding up or other termination of PICO, and, in either case (i) or (ii), such transferee has shall have executed and delivered, or, in connection with such transfer, executes execute and deliversdeliver, a joinder to this Agreement, Agreement in form and substance reasonably satisfactory to the Corporate TaxpayerUCP, Inc.), agreeing to become an ITR Entity a party for all purposes of this Agreement, except as otherwise provided in such joinder. (b) . No provision of this Agreement may be amended unless such amendment is approved in writing by both each of UCP, Inc., the Corporate Taxpayer Company and the ITR EntityPICO. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All . Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer UCP, Inc. shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerUCP, Inc., by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer UCP, Inc. would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Recipients may assign any of its their rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become an ITR Entity for assume all purposes rights and obligations of the Recipients under this Agreement, except as otherwise provided in such joinder. This Agreement shall not be assignable by loanDepot or the Corporation without the prior written consent of the Majority Recipients. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Corporation and the ITR EntityMajority Recipients. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of of, and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators administrators, and legal representatives. The Corporate Taxpayer Corporation, as applicable, shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, Corporation by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become an ITR Entity for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR Entity; provided, that the definition of Change of Control cannot be amended without the written approval of a majority of the Independent Directors. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Each of the Members may assign any of its rights under this Agreement Agreement, in whole or in part, to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become an ITR Entity for assume all purposes rights and obligations of such Member under this AgreementAgreement appurtenant to the rights being assigned, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Corporation and the ITR EntityCommittee; provided, that, the definition of Change of Control cannot be amended without the written approval of a majority of the Independent Directors. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of of, and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators administrators, and legal representatives. The Corporate Taxpayer Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, Corporation by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Each TRA Party may freely assign any of or transfer its rights under this Agreement without the prior written consent of the Corporation to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become an ITR Entity for be bound by all purposes provisions of this Agreement, except as otherwise provided in such joinder. (b) The Corporation may not assign any of its rights and obligations under this Agreement without the prior written consent of the TRA Representative. (c) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Corporation and the ITR EntityTRA Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom Corporation and the waiver is to be effectiveTRA Representative. (cd) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives, including any Permitted Assignee pursuant to a Permitted Assignment. The Corporate Taxpayer Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerCorporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity No TRA Party may assign any portion of its rights under this Agreement to any Person as long as without the prior written consent of PubCorp, which consent shall not be unreasonably withheld, conditioned, or delayed, and without such transferee has having executed and delivered, or, in connection with such transfer, executes executing and deliversdelivering, a joinder to this Agreement, substantially in form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become an ITR Entity a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both each of the Corporate Taxpayer and by the ITR EntityTRA Party Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Each Participant may assign any of its rights under pursuant to this Agreement to any Person person , as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory acceptable to the Corporate TaxpayerCorporation, agreeing to become an ITR Entity a “Participant” (and, in the case of a transfer by a Participant that is a Member, a “Member”) for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Corporation, on behalf of itself and the ITR EntityLLC, and by each of the Founder Participants, and, in the case of any amendment that materially and disproportionately affects the rights and obligations of the Customers hereunder, by each of the Customers. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerCorporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign An Exchanged Owner shall be permitted to transfer any of its rights under this Agreement to any Person as long as such in whole or in part only upon execution and delivery by the transferee has executed and delivered, or, in connection with such transfer, executes and delivers, of a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to Exhibit A to this Agreement, in which the Corporate Taxpayertransferee agrees to become, agreeing to become and accordingly shall be, an ITR Entity “Exchanged Owner” for all purposes of this Agreement, except as otherwise provided in such joinder. If the CD&R Representative or one of its Affiliates assigns its rights under this Agreement, such transferee shall also have the rights provided to the CD&R Representative. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR EntityCD&R Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For place (except to the extent expressly provided by this Agreement and provided that, for the avoidance of doubt, Parent shall expressly assume if a Change in Control has occurred and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be an Early Termination Payment is required to performbe made then Corporate Taxpayer’s payment obligations shall be determined taking into account the provisions of ARTICLE IV).

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Existing Stockholders Representative may not assign any of its rights under this Agreement to any Person person without the prior written consent of the Corporation; provided, however that the Existing Stockholders Representative may assign this agreement to any of their Affiliates, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, Corporation agreeing to become an ITR Entity for be bound by all purposes provisions of this Agreement, except as otherwise provided in such joinderAgreement and acknowledging specifically the last sentence of the next paragraph. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Corporation and the ITR EntityExisting Stockholders (through the Existing Stockholders Representative) and, in the case of Section 3.03, the first sentence of Section 4.01(b), the third sentence of Section 7.03 and this Section 7.06(b), by the parties to the ▇▇▇▇▇▇ Family Tax Receivable Agreement. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerCorporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign A Stockholder is freely permitted to transfer any of its rights under this Agreement to (in whole or in part) without the consent of the Corporate Taxpayer or any other Person as long as such upon execution and delivery by the transferee has executed and delivered, or, in connection with such transfer, executes and delivers, of a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to Exhibit A to this Agreement, in which the Corporate Taxpayer, agreeing transferee agrees to become an ITR Entity a “Stockholder” for all purposes of this Agreement, except as otherwise provided in such joinder. Schedule 1 shall be amended to reflect any permitted transfer hereunder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR EntityStockholders. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto Parties and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and place (except to the same extent that the Corporate Taxpayer would be required to performexpressly provided by this Agreement).

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign Stockholder is freely permitted to transfer any of its rights under this Agreement (in whole or in part) without the prior written consent of the Corporate Taxpayer or any other Person upon execution and delivery by the transferee of a joinder to any Person as long as such transferee has this Agreement executed and delivered, orby the transferee, in connection with such transfer, executes form and delivers, a joinder substance substantially similar to Annex A to this Agreement, in form and substance reasonably satisfactory to which the Corporate Taxpayer, agreeing transferee agrees to become an ITR Entity a “Stockholder” for all purposes of this Agreement, except as otherwise provided in such joinder. Unless otherwise indicated, references to the Stockholder in this Agreement include any transferee of the Stockholder that becomes a Stockholder pursuant to this Section 7.5(a) and, in the event there are multiple Stockholders, all references to “Stockholder” shall be deemed to be references to the applicable Stockholders. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR EntityStockholder. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto Parties and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and place (except to the same extent that the Corporate Taxpayer would be required to performexpressly provided by this Agreement).

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign An Indirect LLC Unit Holder shall be permitted to transfer any of its rights under this Agreement to any Person as long as such only upon execution and delivery by the transferee has executed and delivered, or, in connection with such transfer, executes and delivers, of a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to Exhibit A to this Agreement, in which the Corporate Taxpayer, agreeing transferee agrees to become an ITR Entity “Indirect LLC Unit Holder” for all purposes of this Agreement, except as otherwise provided in such joinder. If the TSG Representative and or one of its Affiliates assigns its rights under this Agreement, such transferee shall also have the rights provided to the TSG Representative. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR EntityTSG Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For place (except to the extent expressly provided by this Agreement and provided that, for the avoidance of doubt, Parent shall expressly assume if a Change in Control has occurred and agree an Early Termination Payment is required to perform this Agreement in the same manner and to the same extent that be made then the Corporate Taxpayer would Taxpayer’s payment obligations shall be required to performdetermined taking into account the provisions of ARTICLE IV).

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity TRA Holder may assign all or any portion of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become an ITR Entity for all purposes subject to the terms of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both each of (i) the Corporate Taxpayer executive committee of the Board or, if such executive committee does not exist, the Board and (ii) the ITR EntityTRA Holder. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. If more than one Person holds rights under this agreement pursuant to an assignment described under Section 7.6(a), all uses of the term TRA Holder under this agreement shall apply to each such Person mutatis mutandis. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity An Equity Plan Member may assign any of his or her or its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become an ITR Entity Equity Plan Member for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR Entityall Equity Plan Members. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Recipients may assign any of its their rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become an ITR Entity for assume all purposes rights and obligations of the Recipients under this Agreement. For the avoidance of doubt, except as otherwise provided in such joinderthe parties hereto acknowledge and agree that [TRA Trust] is a permitted assignee of the rights of the initial Recipients hereunder. This Agreement shall not be assignable by loanDepot or the Corporation without the prior written consent of the Majority Recipients. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer Corporation and the ITR EntityMajority Recipients. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of of, and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators administrators, and legal representatives. The Corporate Taxpayer Corporation, as applicable, shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, Corporation by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, Table of Contents executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become an ITR Entity for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR Entity. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity LHI may not assign any of its rights and obligations under this Agreement to any Person person without the prior written consent of US NewCo; provided, however that LHI may assign its rights and obligations under this Agreement to any of its Affiliates, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, US NewCo agreeing to become an ITR Entity for be bound by all purposes provisions of this Agreement, except as otherwise provided in such joinderAgreement and acknowledging specifically the last sentence of the next paragraph. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer US NewCo and the ITR EntityLHI. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, successors and assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer US NewCo shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate TaxpayerUS NewCo, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer US NewCo would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Without the prior written consent of the Corporate Taxpayer, no TRA Holder may assign any of its rights under this Agreement to any Person as long as Person, except (i) with respect to the rights and obligations under this Agreement allocable to Class B Units or Class C Units (or other membership interests of RGF, LLC the exchange of which would constitute an Exchange) transferred by such TRA Holder in accordance with the LLC Agreement and the Exchange Agreement, the transferee of such Class B Units or Class C Units (or such other membership interests) and (ii) upon or after an Exchange, any and all payments that may become payable to a TRA Holder pursuant to this Agreement with respect to such Exchange, provided, however, that in each case described in clause (i) or clause (ii), the assignee has executed and delivered, or, in connection with such transfer, executes delivered to the Corporate Taxpayer and deliversthe TRA Holder Representative, a joinder to this Agreement, in the form and substance reasonably satisfactory to of Exhibit A or such other form mutually agreed by the transferring TRA Holder, the assignee, the Corporate Taxpayer, agreeing to become an ITR Entity for all purposes of this Agreement, except as otherwise provided in such joinderand the TRA Holder Representative. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR Entity. No provision of this Agreement may be TRA Holder Representative or waived unless such waiver is other than by an instrument in writing and signed by the party against whom the such waiver is intended to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective permitted successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity No TRA Party may assign any portion of its rights under this Agreement to any Person as long as without the prior written consent of PubCorp, which consent shall not be unreasonably withheld, conditioned, or delayed, and without such transferee has having executed and delivered, or, in connection with such transfer, executes executing and deliversdelivering, a joinder to this Agreement, substantially in form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become an ITR Entity a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both each of the Corporate Taxpayer and by the ITR EntityTRA Party Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign An Exchanged Owner shall be permitted to transfer any of its rights under this Agreement to any Person as long as such only upon execution and delivery by the transferee has executed and delivered, or, in connection with such transfer, executes and delivers, of a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to Exhibit A to this Agreement, in which the Corporate Taxpayer, agreeing transferee agrees to become an ITR Entity “Exchanged Owner” for all purposes of this Agreement, except as otherwise provided in such joinder. If the ▇▇▇▇▇ Representative or one of its Affiliates assigns its rights under this Agreement, such transferee shall also have the rights provided to the ▇▇▇▇▇ Representative. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR Entity▇▇▇▇▇ Representative. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For place (except to the extent expressly provided by this Agreement and provided that, for the avoidance of doubt, Parent shall expressly assume if a Change in Control has occurred and agree an Early Termination Payment is required to perform this Agreement in the same manner and to the same extent that be made then the Corporate Taxpayer would Taxpayer’s payment obligations shall be required to performdetermined taking into account the provisions of ARTICLE IV).

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity Each TRA Party may assign any of its rights under this Agreement in whole or in part to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to of Exhibit A or such other form mutually agreed by the Corporate Taxpayerparties, agreeing to become an ITR Entity a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder; provided, that any TPG Assignee shall execute a joinder to the Side Letter agreeing to be bound by all terms of the Side Letter, which shall be delivered by such TPG Assignee at the same time as the joinder to this Agreement. (b) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by both the Corporate Taxpayer and each of the ITR EntityTRA Parties. No provision of Notwithstanding anything to the contrary in this Agreement may be waived unless such waiver is in writing (including this Section 7.5), the execution and signed by delivery of a joinder to this Agreement pursuant to Section 7.5(a) shall not require the party against whom consent of the waiver is to be effectiveCorporate Taxpayer or any of the TRA Parties. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.

Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign A Stockholder is freely permitted to transfer any of its rights under this Agreement to (in whole or in part) without the consent of the Corporate Taxpayer or any other Person as long as such upon execution and delivery by the transferee has executed and delivered, or, in connection with such transfer, executes and delivers, of a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to Exhibit A to this Agreement, in which the Corporate Taxpayer, agreeing transferee agrees to become an ITR Entity a "Stockholder" for all purposes of this Agreement, except as otherwise provided in such joinder. Schedule 1 shall be amended to reflect any permitted transfer hereunder. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR EntityStockholders. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto Parties and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and place (except to the same extent that the Corporate Taxpayer would be required to performexpressly provided by this Agreement).