ATTORNEY'S
FEES PROVISION SET FORTH IN SECTION 11.12 OF THE PURCHASE AGREEMENT.
11.
SUCCESSION; ASSIGNMENT; NO THIRD PARTY
BENEFICIARIES.
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
NO PARTY MAY ASSIGN, DELEGATE OR OTHERWISE TRANSFER ANY OF
ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE CONSENT OF EACH OTHER
PARTY HERETO.
NOTWITHSTANDING THE FOREGOING AND ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, PURCHASER MAY, WITHOUT THE CONSENT OF SELLER, (I)
ASSIGN ANY OR ALL OF ITS RIGHTS, INTERESTS AND OBLIGATIONS HEREUNDER TO ONE OR
MORE OF ITS AFFILIATES, (II) MAKE A COLLATERAL ASSIGNMENT OF ANY RIGHTS OR
BENEFITS HEREUNDER TO ANY LENDER, OR (III) ASSIGN ANY OR ALL OF ITS RIGHTS,
INTERESTS OR OBLIGATIONS HEREUNDER IN CONNECTION WITH ANY SALE OF PURCHASER OR
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF PURCHASER; PROVIDED, HOWEVER, THAT ANY
ASSIGNMENT SHALL NOT BE PERMITTED TO ANY PERSON LISTED ON A UNITED STATES
GOVERNMENT RESTRICTED PARTY LIST, INCLUDING (A) THE U.S. DEPARTMENT OF COMMERCE,
BIS DENIAL PARTIES LIST, ENTITY LIST, AND UNVERIFIED LIST, (B) THE U.S.
TREASURY, OFFICE OF FOREIGN ASSETS CONTROL SPECIALLY DESIGNATED NATIONALS LISTS
OR (C) THE U.S. DEPARTMENT OF STATE, DIRECTORATE OF DEFENSE TRADE CONTROLS
DEBARRED LIST AND THE NONPROLIFERATION BUREAU LISTS OF PROLIFERATION SANCTIONED
PARTIES.
UPON ANY SUCH PERMITTED ASSIGNMENT, THE REFERENCES IN THIS AGREEMENT
TO PURCHASER SHALL ALSO APPLY TO ANY SUCH ASSIGNEE
6
UNLESS THE CONTEXT OTHERWISE REQUIRES.
NOTHING HEREIN, EXPRESS OR IMPLIED, IS
INTENDED TO OR SHALL CONFER UPON ANY OTHER PERSON ANY LEGAL OR EQUITABLE RIGHT,
BENEFIT OR REMEDY OF ANY NATURE UNDER THIS AGREEMENT.
12.
CONTROLLING AGREEMENT.
IN THE EVENT OF A
CONFLICT BETWEEN THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE
TERMS AND CONDITIONS SET FORTH IN THE PURCHASE AGREEMENT, OR THE INTERPRETATION
AND APPLICATION THEREOF, THE TERMS AND CONDITIONS SET FORTH IN THE PURCHASE
AGREEMENT SHALL PREVAIL, GOVERN AND CONTROL IN ALL RESPECTS.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.
BURGUNDY ACQUISITION CORPORATION,
a Delaware Corporation
By:
Name:
Title:
WIRELESS FACILITIES, INC.,
a Delaware Corporation
By:
Name:
Title:
[Signature Page to Earnout Agreement]