Assignment. This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure

Assignment. No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment, setting over, conveyance or pledge of such Receivable would be unlawful, void, or voidable. Neither any Originator nor ​ has entered into any agreement with any Obligor that prohibits, restricts or conditions the assignment of the related Receivable.

Assignment. The terms of this Bonus Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns.

Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

Assignment. This Agreement is a personal contract, and the rights and interest of Executive hereunder may not be sold, transferred, assigned, pledged or hypothecated. Except as otherwise may be herein expressly provided, this Agreement shall inure to the benefit of and be binding upon Employer and its successors and assigns.

Assignment. This Agreement shall be binding upon the successors and permitted assigns of each of the parties hereto. Except as permitted herein, neither party may assign this Agreement or any of its respective rights hereunder without the prior written consent of the non-assigning party. Notwithstanding anything to the contrary contained herein, Seller acknowledges that Buyer intends to assign its rights to acquire a portion of the Shares to a third party, and Seller hereby agrees and consents to such assignment. Seller further agrees that any and all cash proceeds she receives from the sale of such Shares to Buyer’s assignee shall reduce the amount of, and be applied against, the Closing Cash Payment payable by Buyer hereunder. In connection with such sale by Seller to Buyer’s assignee, Seller shall execute such agreements and instruments as are reasonably necessary to transfer free and clear title to the Shares purchased by Buyer’s assignee to Buyer’s assignee, including, without limitation, a stock purchase agreement substantially similar to the terms of this Agreement.

Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Credit Agreement, as of the Assignment Date (as defined in [Section 7] below): # all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of its Commitment and outstanding Loans, as applicable, and a corresponding interest in and to all other rights and obligations of the Assignor under the respective facilities identified below (including without limitation any guarantees included in such facilities); and # to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to [clause (i) above] (the rights and obligations sold and assigned pursuant to [clauses [(i) and (ii) above]e]] being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Agreement, without representation or warranty by the Assignor.

Assignment. Except as otherwise expressly provided herein, no rights under this Plan may be assigned by a Participant.

Assignment. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties. Subject to the first sentence of this [Section 8.10], this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Assignment. The RSUs shall not be assigned, pledged or transferred except by will or by the laws of descent and distribution.

Assignment. Neither Party shall be entitled to assign, transfer, charge or in any way make over the benefit and/or the burden of this Agreement without the prior written consent of the other which consent shall not be unreasonably conditioned, withheld or delayed, save that either Party shall be entitled without the prior written consent of the other Party to assign, transfer, charge, sub-contract, deal with or in any other manner make over the benefit and/or burden of this Agreement to an Affiliate of that Party. Graphite may, upon written notice to WuXi ATU, assign this Agreement or assign this Agreement, in whole or in part, to a successor to substantially all of the business or assets of Graphite or the Graphite’s business unit responsible for performance under this Agreement. Any purported assignment, delegation or subcontract not permitted under this [Section 22.1] shall be null and void and of no force and effect. This Agreement binds and benefits the Parties and their respective successors and assigns.

Assignment. No TRA Party is permitted to assign, sell, transfer, pledge, delegate, or otherwise dispose of any interest, right or obligation under this Agreement without the prior written approval of the Board (not to be unreasonably withheld, conditioned or delayed); provided, that to the extent Company Units are transferred in accordance with the terms of the Company LLC Agreement, the transferring TRA Party shall assign to the transferee of such Company Units the transferring TRA Party’s rights under this Agreement as long as such transferee has executed and delivered or, in connection with such transfer, executes and delivers, a Joinder agreeing to become a “TRA Party” for all purposes of this Agreement.

Assignment. To the extent any Work Product has not automatically vested in the Company by operation of law, Executive hereby irrevocably conveys, transfers and assigns to the Company all right, title and interest in and to all Work Product, including the right to receive all past, present and future proceeds and damages therefrom, and the right to claim priority with respect thereto. If any Work Product cannot be assigned by Executive to the Company (such as any “moral rights of authors”), Executive hereby irrevocably and perpetually waives Executive’s right to assert such rights and consents to any action of the Company that would violate such rights in the absence of such consent. When requested, Executive will (without additional compensation, but at Company’s expense) execute any documents or instruments lawfully requested by the Company to formally convey and transfer ownership of any Work Product and assist the Company and its designee and take all actions to evidence, secure, prosecute, obtain, protect, enforce or defend the Work Product for the Company’s benefit. Executive appoints the Company as Executive’s agent and grants the Company a power of attorney for the limited purpose of executing all such documents and to do all other lawful acts that the Company is entitled to require Executive to do pursuant to this [Section 5(a)]. The foregoing appointment is deemed to be coupled with an interest and therefore irrevocable. This Agreement does not apply to, and Executive has no obligation to assign to the Company, an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on my own time, unless # the invention directly relates # to the business of the Company, or # to the Company’s actual or demonstrably anticipated research and development, or # the invention results from any work performed by Executive for the Company.

Assignment. This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives, and assigns of each party, but no rights, obligations, or liabilities of either Party under this Agreement shall be assignable without the prior written consent of the other Party.

Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.

Assignment. This Agreement shall not be assignable, in whole or in part, by either Party without the written consent of the other Party, except that the Company may assign its rights and obligations under this Agreement to any successor or affiliate of the Company, or to any corporation, firm or other business entity # with or into which the Company may merge or consolidate, # to which all or substantially all of the ownership interests in the Company may be transferred or # to which the Company may otherwise sell or transfer all or substantially all of its assets. After any such assignment such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this [Section 5].

Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

Assignment. This Agreement may not be assigned by any party without the prior written consent of the other parties hereto, and any attempted assignment in violation of this [Section 9.5] will be null and void ab initio.

Assignment. No Party shall, without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other Party having been obtained, assign or transfer this Agreement to any Person, provided, however, that any Party may assign or transfer this Agreement to (i) (A) any Subsidiary of such Party, or # any direct or indirect parent of such Party which is an operating company in the business of manufacturing or distributing prescription pharmaceuticals and which owns (on a fully diluted basis) the majority of the total voting power (unrestricted in the exercise of such power by a voting or similar agreement) of shares of stock entitled to vote (without regard to the occurrence of any contingency) in the election of directors of such Party, in each case, on thirty (30) days’ written notice to the other Party, provided that the assigning Party shall remain primarily liable for all obligations of assignee and assignee shall be liable for all obligations of assignor before or after such assignment, and assignor shall execute a guarantee in form and substance acceptable to the other Party, or # to any Third Party successor by merger of such Party, or to a Third Party purchaser of all or substantially all of such assets of, or stock of the line of business to which this agreement relates, without the prior written consent of the other Party hereto. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns. For the avoidance of doubt, and notwithstanding anything else to the contrary contained in this Agreement, the reference to the term “Affiliates” or “Affiliate” of a Party, in the provisions of this Agreement, shall not imply that any rights or obligations under this Agreement may be assigned to any such Affiliate, except in accordance with the foregoing provisions of this [Section 14.8] or as expressly provided herein; provided, that, TRIS or any of its Affiliates shall have the right to Market an AG Product in the Territory in accordance with the terms and conditions set forth in [[Section 6.9, and TRIS]S]] shall have the right to assign any such rights to any of its Affiliates.