Common use of Assignments, Successors, and No Third-Party Rights Clause in Contracts

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc)

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Assignments, Successors, and No Third-Party Rights. No Except as permitted under Section 1.1 of this Agreement, neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any party. Any other purported assignment without written consent of its rights the other party shall be void and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactionsno effect. Subject to the preceding sentenceforegoing, this Agreement will apply to, be binding in all respects upon and inure to the sole benefit of the successors and permitted assigns of the parties. Nothing Except that Parent is a third-party beneficiary of the covenant of the Stockholders as set forth in Section 1.2 hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9.

Appears in 3 contracts

Samples: Voting and Support Agreement (Tree.com, Inc.), Voting and Support Agreement (Tree.com, Inc.), Voting and Support Agreement (Tree.com, Inc.)

Assignments, Successors, and No Third-Party Rights. No party Neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesParty, except that Buyer may at any time assign any or all of its rights and delegate or obligations hereunder to one of its wholly owned subsidiaries (but no such assignment shall relieve Buyer of any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated TransactionsAgreement). Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the partiesParties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.913.11.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Eastman Kodak Co), Stock and Asset Purchase Agreement (Itt Industries Inc)

Assignments, Successors, and No Third-Party Rights. No party (a) Subject to Section 12.3(b), no Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated TransactionsParties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of (i) the successors and permitted assigns of the partiesParties, and (ii) any Designee. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or successor, permitted assignee or Designee pursuant to this Section 12.912.3.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/)

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.96.9.

Appears in 1 contract

Samples: Asset Purchase Agreement (Widepoint Corp)

Assignments, Successors, and No Third-Party Rights. No Neither party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactionsparty. Subject to the preceding sentence, this Agreement will apply toand every representation, warranty, covenant, agreement and provision hereof shall be binding in all respects upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns of the partiesassigns. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure other than Section 7.7, which is intended to a successor or permitted assignee pursuant to this Section 12.9be for the benefit of the individuals covered thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MidWestOne Financial Group, Inc.)

Assignments, Successors, and No Third-Party Rights. No Neither party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Buyer may assign any of its rights party. Any purported assignment in contravention hereof shall be null and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactionsvoid. Subject to the preceding sentence, this Agreement will apply toand every representation, warranty, covenant, agreement and provision hereof shall be binding in all respects upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns of assigns. Except for Section 6.5 which is intended to benefit the parties. Nothing Indemnified Parties to the extent stated, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Midland States Bancorp, Inc.)

Assignments, Successors, and No Third-Party Rights. No party Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated TransactionsParties. Any such purported assignment without such approval shall be void. Subject to the preceding sentencetwo sentences, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the partiesParties. Nothing Except as provided in Article VI, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.99.6.

Appears in 1 contract

Samples: Combination Agreement (Kraton Performance Polymers, Inc.)

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other partiesparty, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary Related Party of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement Third Party any legal or equitable right, remedy remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.913.9.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chad Therapeutics Inc)

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Assignments, Successors, and No Third-Party Rights. No Neither party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Buyer may assign any of its rights party. Any purported assignment in contravention hereof shall be null and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactionsvoid. Subject to the preceding sentence, this Agreement will apply toand every representation, warranty, covenant, agreement and provision hereof shall be binding in all respects upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns assigns. Except for Section 6.4 and the second sentence of the parties. Nothing Section 10.3(e), nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9.

Appears in 1 contract

Samples: Consolidation Agreement (Level One Bancorp Inc)

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties; provided, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary an Affiliate of Buyer and may collaterally assign its rights hereunder or to any financial institution providing financing in connection a third party prior to Closing with the Contemplated TransactionsSeller’s prior written consent, which will not be unreasonably withheld. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing Except as provided in Section 14.1 or 14.2, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.916.7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Napster Inc)

Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary subsidiary of Buyer; provided, however, that no such assignment shall release the Buyer and may collaterally assign from any of its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactionsobligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing Except as set forth in Section 10.4, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9.

Appears in 1 contract

Samples: Purchase Agreement (Russ Berrie & Co Inc)

Assignments, Successors, and No Third-Party Rights. No Except as permitted under Section 1.1 of this Agreement, neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any party. Any other purported assignment without written consent of its rights the other party shall be void and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactionsno effect. Subject to the preceding sentenceforegoing, this Agreement will apply to, be binding in all respects upon and inure to the sole benefit of the successors and permitted assigns of the parties. Nothing Except that Parent is a third-party beneficiary of the covenant of Stockholder set forth in Section 1.2 hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9.

Appears in 1 contract

Samples: Voting and Support Agreement (Tree.com, Inc.)

Assignments, Successors, and No Third-Party Rights. No Neither party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to any Subsidiary of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactionsparty. Subject to the preceding sentence, this Agreement will apply toand every representation, warranty, covenant, agreement and provision hereof shall be binding in all respects upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns of the partiesassigns. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure other than Section 7.5, which is intended to a successor or permitted assignee pursuant to this Section 12.9be for the benefit of the individuals covered thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Old Second Bancorp Inc)

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