Amendment; Benefit; Assignability Clause Samples
The "Amendment; Benefit; Assignability" clause defines how changes to the agreement can be made, who benefits from the contract, and whether rights or obligations can be transferred to others. Typically, this clause requires that any amendments be made in writing and agreed upon by all parties, clarifies that the contract benefits only the parties involved (and not third parties), and restricts or sets conditions for assigning the contract to another party. Its core function is to maintain control over modifications, ensure the agreement serves only the intended parties, and prevent unwanted transfers of contractual rights or duties.
Amendment; Benefit; Assignability. This Guaranty may be amended only by the execution and delivery of a written instrument by or on behalf of the Buyer and Sponsors. This Guaranty shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No assignment or transfer of the Supply Agreement or this Guaranty shall operate to extinguish or diminish the Obligations of the Sponsors hereunder (up to the Cap).
Amendment; Benefit; Assignability. This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of (a) (i) prior to the Effective Time, the Company and (ii) from and after the Effective Time, the Seller Representative, and (b) Buyer; provided, however, that in the event that this Agreement has been adopted by the Company’s stockholders in accordance with the DGCL and the Organizational Documents of the Company, no amendment shall be made to this Agreement that requires the approval of such stockholders under the DGCL and/or the Organizational Documents of the Company without such approval. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder, except as otherwise provided in Section 5.9. This Agreement may not be assigned by any party without the prior written consent of the Company and Buyer; provided, however, that from and after the Effective Time any Buyer Party may assign, without the prior written consent of the Company, all or any portion of this Agreement and/or its rights hereunder to any Affiliate of a Buyer Party or to any of the Buyer Parties’ financing sources, in each case, so long as such Buyer Party remains the primary obligor for its obligations hereunder.
Amendment; Benefit; Assignability. This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of the Company and the Buyer. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder, except as otherwise provided in Section 5.8. This Agreement may not be assigned by any Party without the prior written consent of the Seller Representative and the Buyer, except that the Buyer may assign this Agreement to a Subsidiary of Buyer or any Person of which Buyer is a Subsidiary (provided that no such assignment specified above shall relieve Buyer from its obligations under this Agreement).
Amendment; Benefit; Assignability. Except as otherwise required by Law, the Parties may modify or amend this Agreement only by written agreement executed and delivered by or on behalf of Remedy Opco and Parent. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder. This Agreement may not be assigned by any Party without the prior written consent of the other Party. As further provided in Section 9.14 below, after Closing any modification or amendment to this Agreement shall require written agreement of New Remedy Corp instead of Remedy Opco.
Amendment; Benefit; Assignability. This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of the Company and Buyer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder, except as otherwise provided in Section 6.12 or Section 11.16. This Agreement may not be assigned by any party without the prior written consent of the Company and Buyer; provided, however, that any Buyer Party may assign, without the prior written consent of the Company, all or any portion of this Agreement and/or its rights or obligations hereunder to any Affiliate of a Buyer Party; provided that no such assignment shall affect the Sponsor’s obligation under the Commitment Letter.
Amendment; Benefit; Assignability. This Agreement may be amended only by the execution and delivery of a written instrument, if prior to the Closing, by or on behalf of Buyer and the Company, and if after the Closing, by or on behalf of Buyer and the Seller Representative. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder, except as otherwise provided in Section 5.7; provided, however, that the Debt Financing Sources shall be express third party beneficiaries under this Section 11.2 (Amendment; Benefit; Assignability), Section 11.4 (Waiver), Section 11.10 (Governing Law; Jurisdiction), Section 11.12 (No Additional Representations or Warranties), and Section 11.14 (Waiver of Trial by Jury). This Agreement may not be assigned by any Party without the prior written consent of the Seller Representative and Buyer, except that any Party may assign this Agreement to a Subsidiary of such Party or any Person of which such Person is a Subsidiary (provided that no such assignment shall relieve such assigning Party from its respective obligations under this Agreement). Notwithstanding the foregoing, no amendment or waiver shall be made to this Agreement or any exhibits, schedules or annexes hereto that would adversely affect the rights of any of the Debt Financing Sources as set forth in this Section 11.2 (Amendment; Benefit; Assignability), Section 11.4 (Waiver), Section 11.10 (Governing Law; Jurisdiction), Section 11.12 (No Additional Representations or Warranties), or Section 11.14 (Waiver of Trial by Jury) without the prior written consent of the Debt Financing Sources.