Benefits Only to Parties Sample Clauses

Benefits Only to Parties. Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person other than the Parties and their respective successors or permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns, and for the benefit of no other Person.
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Benefits Only to Parties. Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person other than the Parties and their respective successors or permitted assigns, other than an indemnified Person, including any Manager Sponsor, pursuant to Article IX, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns, and for the benefit of no other Person, other than an indemnified Person, including any Manager Sponsor, pursuant to Article IX.
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Benefits Only to Parties. 51 SECTION 6.10 Termination; Survival of Benefits...............................51 SECTION 6.11 Publicity.......................................................51 SECTION 6.12 Confidentiality.................................................51 SECTION 6.13 Expenses........................................................52 SECTION 6.14
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Benefits Only to Parties. Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person, other than persons indemnified pursuant to Section 3.7, the Parties, Moulin and their respective successors or assigns and Permitted Transferees, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Parties and their respective successors and assigns and Permitted Transferees, and for the benefit of no other Person.
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Benefits Only to Parties. Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person, other than Persons indemnified pursuant to Section 3.7 and Section 5.11 (which Persons shall be express, intended third party beneficiaries of such Sections), the Affiliates of the H&F Investors pursuant to Section 4.4(d) (which Affiliates shall be express, intended third party beneficiaries of such Section) and the directors of the Company, Holdings and Associates (who shall be express, intended third party beneficiaries of Section 4.4(a) and Section 4.4(b)), the parties hereto and their respective successors or assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other Person.
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Benefits Only to Parties. Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that to the extent that the Company has any rights under the Notes and the Accompany Agreements, the Company shall be a third party beneficiary of this Agreement.
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Benefits Only to Parties. 40 EXHIBITS -------- Exhibit 1 Class A Shares Option Agreement Exhibit 4 Joint Venture Agreement Exhibit 5 Non-Competition Agreement Exhibit 8 Intellectual Property Cross License Agreement Exhibit 9 S3 Warrant and Amended and Restated Investor Rights Agreement Exhibit 10 Guaranty Exhibit 11 Trademark License Agreement Exhibit 12 Employees and Consultants bound by the Proprietary Rights and Information Agreement Exhibit 13 Form of S3 Counsel's Opinion Exhibit 14 Escrow Agreement Exhibit 15 Management Agreement Exhibit 16 Release Schedule 3.11(a)(ii) Asset Purchase Agreements, Other Acquisition or Divestiture Agreements Schedule 3.11(a)(iii) Brokerage or Finders Agreements Schedule 3.11(a)(iv)(i) Major Suppliers During 1999 Schedule 3.11(a)(iv)(ii) Major Customers During 1999 Schedule 3.11(a)(v) Leases of Personal Property Schedule 3.11(a)(vi) Other Material Contracts Schedule 3.11(b)(i) Contracts Designated For Assignment Schedule 3.11(b)(ii) Excluded Licenses Schedule 3.11(d) Defaults Schedule 3.11(e) Outstanding Powers of Attorney Schedule 3.12 Territorial Restrictions Schedule 3.13 Inventories Schedule 3.14(a)(i) Intellectual Property Assets Schedule 3.14(a)(ii) Contributed Intellectual Property Schedule 3.14(c)(i) Intellectual Property Licensed or Sublicensed to S3 or the S3 Subsidiaries Schedule 3.14(c)(ii) Intellectual Property Licensed or Sublicensed by S3 or the S3 Subsidiaries Schedule 3.15 Employee Matters Schedule 3.16 Rebates Schedule 3.19(a) Compliance with Environmental Laws Schedule 3.19(b) Notices of Violation or Non-Compliance with Environmental Laws Schedule 3.20 Accounts Receivable (Graphics Chip Business) Schedule 4.2 Consents (VIA) Schedule 5.22 Additional Capital Assets AMENDED AND RESTATED INVESTMENT AGREEMENT This Amended and Restated Investment Agreement, dated as of August 28, 2000, by and among S3 Incorporated, a corporation organized under the laws of the State of Delaware ("S3") and VIA Technologies, Inc., a corporation organized under the laws of Taiwan ("VIA").
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Benefits Only to Parties. Other than as set forth in Article 8 hereof, nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person other than the Parties and JV and their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Parties and JV and their respective successors and assigns and for the benefit of no other Person.
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Related to Benefits Only to Parties

  • Company Not to Diminish Benefits of Rights The Company covenants and agrees that after the earlier of the Shares Acquisition Date or Distribution Date it will not, except as permitted by Section 23, Section 26 or Section 27, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights.

  • No Duplication of Benefits For the avoidance of doubt, in no event will Executive be entitled to benefits under Section 4.4.3(i) and Section 4.4.3(ii). If Executive commences to receive benefits under Section 4.4.3(i) due to a qualifying termination prior to a Change in Control and thereafter becomes entitled to benefits under Section 4.4.3(ii), any benefits previously provided to Executive under Section 4.4.3(i) shall offset the benefits to be provided to Executive under Section 4.4.3(ii) and shall be deemed to have been provided to Executive pursuant to Section 4.4.3(ii).

  • Non-Duplication of Benefits Executive is not eligible to receive benefits under this Agreement more than one time.

  • Nonduplication of Benefits Notwithstanding any provision in this Agreement or in any other Employer benefit plan or compensatory arrangement to the contrary, but at all times subject to Section 7.4, (a) any payments due under Section 7.1, Section 7.2 or Section 7.3 shall be made not more than once, if at all, (b) payments may be due under Section 7.1, Section 7.2 or Section 7.3, but under no circumstances shall payments be made under all of or any combination of Section 7.1, Section 7.2 and Section 7.3, (c) no payments made under Sections 7.1, 7.2 and 7.3 this Agreement shall be considered compensation for purposes of any benefit plan or compensatory arrangement of Employer, and (d) Executive shall not be entitled to severance benefits from Employer other than as contemplated under this Agreement, unless such other severance benefits offset and reduce the benefits due under this Agreement on a dollar-for-dollar basis, but not below zero.

  • Release Prior to Payment of Benefits Upon the occurrence of a Change in Control Termination or a Covered Termination, as applicable, and prior to Executive earning any entitlement to any severance or separation benefits under this Agreement on account of such Change in Control Termination or Covered Termination, as applicable, Executive must execute the appropriate Release, and such Release must become effective in accordance with its terms, but in no event later than the Release Deadline Date. No amount shall be paid prior to such date. Instead, on the first regularly-scheduled payroll date occurring on or after the Release Deadline Date, the Company will pay Executive the severance amount that Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the severance amount being paid as originally scheduled. The Company may modify the Release in its discretion to comply with changes in applicable law at any time prior to Executive’s execution of such Release. Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s obligations under the Confidentiality Agreement and any similar obligations under applicable law. It is understood that, as specified in the applicable Release, Executive has a certain number of calendar days to consider whether to execute such Release. If Executive does not execute and deliver such Release within the applicable period, no benefits shall be provided or payable under this Agreement, and Executive shall have no further rights, title or interests in or to any severance benefits or payments pursuant to this Agreement. It is further understood that if Executive is age 40 or older at the time of a Change in Control Termination or a Covered Termination, as applicable, Executive may revoke the applicable Release within seven (7) calendar days after its execution by Executive. If Executive revokes such Release within such subsequent seven (7) day period, no benefits shall be provided or payable under this Agreement pursuant to such Change in Control Termination or Covered Termination, as applicable.

  • Exclusive Benefits Except as expressly provided in this Section 4 and subject to Section 5 hereof, the Executive shall not be entitled to any additional payments or benefits upon or in connection with the Executive’s termination of employment.

  • Benefit; Successors Bound This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

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