Common use of Binding Effect; Assignment; No Third Party Benefit Clause in Contracts

Binding Effect; Assignment; No Third Party Benefit. Subject to the following sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated by either Party without the prior written consent of the other Party; provided, however, that notwithstanding the foregoing, the Buyer shall be entitled to assign this Agreement and any and all of their rights and obligations hereunder to an Affiliate of such Party without the prior written consent of any other Party hereto; provided, further, that no such assignment shall (i) have a material adverse effect on, or materially delay, the consummation of the transactions contemplated hereby or (ii) relieve the Buyer from any obligation hereunder. Except as provided herein, nothing in this Agreement is intended to or shall confer upon any Person other than the Parties, and their successors and assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Xo Communications Inc), Equity Purchase Agreement (Icahn Carl C Et Al)

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Binding Effect; Assignment; No Third Party Benefit. Subject to the following sentence, this This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their successors respective heirs, legal representatives, successors, and permitted assigns. Neither Each of the Seller and Buyer may assign either this Agreement or any of their rights, interests or obligations hereunder without the prior written approval of the other Party to a qualified intermediary and/or a qualified exchange accommodation titleholder (as that term is defined in Revenue Procedure 2000-37) in connection with any transaction described in Section 13.5; provided,however, that no such assignment shall relieve the other Party from any of its obligations or liabilities under this Agreement. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated by either Party any of the parties hereto without the prior written consent of the other Party; provided, however, that notwithstanding the foregoing, the Buyer shall be entitled to assign this Agreement and any and all of their rights and obligations hereunder to an Affiliate of such Party without the prior written consent of any other Party hereto; provided, further, that no such assignment shall (i) have a material adverse effect on, or materially delay, the consummation of the transactions contemplated hereby or (ii) relieve the Buyer from any obligation hereunderparties. Except as provided hereinin Section 9.6 and Article XII, nothing in this Agreement Agreement, express or implied, is intended to or shall confer upon any Person other than the Partiesparties hereto, and their successors respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Integrys Energy Group, Inc.)

Binding Effect; Assignment; No Third Party Benefit. Subject to the following sentence, this This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their successors respective heirs, legal representatives, successors, and permitted assigns. Neither Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated by either Party any of the parties hereto without the prior written consent of the other Party; providedparties, howeverexcept that Buyer may assign to any wholly owned subsidiary of Buyer any of Buyer's rights, that notwithstanding interests, or obligations hereunder, upon notice to the foregoingother party or parties, the Buyer shall be entitled to assign this Agreement and any and all of their rights and obligations hereunder to an Affiliate of such Party without the prior written consent of any other Party hereto; provided, further, provided that no such assignment shall (i) have a material adverse effect on, or materially delay, the consummation relieve Buyer of the transactions contemplated hereby or (ii) relieve the Buyer from any obligation its obligations hereunder. Except as provided hereinin Article X, nothing in this Agreement Agreement, express or implied, is intended to or shall confer upon any Person person other than the Partiesparties hereto, and their successors respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement. In the event the transactions contemplated hereby are consummated, nothing in this Section 11.3 shall render the Seller Employment Agreement and the Chrixxx Xxxloyment Agreement unenforceable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Crescent Operating Inc)

Binding Effect; Assignment; No Third Party Benefit. Subject to the following sentence, this This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interestsinterest, or obligations hereunder shall be assigned or delegated by either any Party without the prior written consent of the other Party; provided. Notwithstanding anything herein provided to the contrary, however, Sellers acknowledge and agree that notwithstanding the foregoing, the Buyer shall be entitled have the right to assign all or any portion of or interest in this Agreement and to any and all of their rights and obligations hereunder to an Affiliate of such Party without the prior written consent of any other Party heretoBuyer; provided, further, provided that no such assignment nothing herein shall (i) have a material adverse effect on, or materially delay, the consummation of the transactions contemplated hereby or (ii) relieve the Buyer from any obligation of its obligations hereunder and that Buyer unconditionally guarantees performance of all actions hereunder and payment of all amounts required to be paid hereunder. Except as provided hereinin Article XII, nothing in this Agreement Agreement, express or implied, is intended to or shall confer upon any Person person other than the Parties, and their respective successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Eagle Rock Energy Partners L P)

Binding Effect; Assignment; No Third Party Benefit. Subject to the following sentence, this This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their successors respective heirs, legal representatives, successors, and permitted assigns. Neither Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated by either Party any of the parties hereto without the prior written consent of the other Party; providedparties, howeverexcept that Buyer may assign to any wholly-owned subsidiary of Buyer any of Buyer's rights, that notwithstanding interests, or obligations hereunder, upon notice to the foregoingother party or parties, the Buyer shall be entitled to assign this Agreement and any and all of their rights and obligations hereunder to an Affiliate of such Party without the prior written consent of any other Party hereto; provided, further, provided that no such assignment shall (i) have a material adverse effect on, or materially delay, the consummation relieve Buyer of the transactions contemplated hereby or (ii) relieve the Buyer from any obligation its obligations hereunder. Except as provided hereinin Article X, nothing in this Agreement Agreement, express or implied, is intended to or shall confer upon any Person person other than the Partiesparties hereto, and their successors respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Crescent Operating Inc)

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Binding Effect; Assignment; No Third Party Benefit. Subject to the following sentence, this This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their successors respective heirs, legal representatives, successors, and permitted assigns. Neither Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated by either Party any of the parties hereto without the prior written consent of the other Party; providedparties, howeverexcept that Buyer may assign to any wholly owned subsidiary of Buyer any of Buyer's rights, that notwithstanding interests, or obligations hereunder, upon notice to the foregoingother party or parties, the Buyer shall be entitled to assign this Agreement and any and all of their rights and obligations hereunder to an Affiliate of such Party without the prior written consent of any other Party hereto; provided, further, provided that no such assignment shall (i) have a material adverse effect on, or materially delay, the consummation relieve Buyer of the transactions contemplated hereby or (ii) relieve the Buyer from any obligation its obligations hereunder. Except as provided hereinin Article XI, nothing in this Agreement Agreement, express or implied, is intended to or shall confer upon any Person person other than the Partiesparties hereto, and their successors respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Crescent Operating Inc)

Binding Effect; Assignment; No Third Party Benefit. Subject to the following sentence, this This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their successors respective heirs, legal representatives, successors, and permitted assigns. Neither Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated by either Party any of the parties hereto without the prior written consent of the other Party; providedparties, howeverexcept that Parent may assign to any wholly owned subsidiary of Parent any of Parent's rights, that notwithstanding interests, or obligations hereunder, upon notice to the foregoingother party or parties, the Buyer shall be entitled to assign this Agreement and any and all of their rights and obligations hereunder to an Affiliate of such Party without the prior written consent of any other Party hereto; provided, further, provided that no such assignment shall (i) have a material adverse effect on, or materially delay, the consummation relieve Parent of the transactions contemplated hereby or (ii) relieve the Buyer from any obligation its obligations hereunder. Except as provided hereinin Article X, nothing in this Agreement Agreement, express or implied, is intended to or shall confer upon any Person person other than the Partiesparties hereto, and their successors respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Appears in 1 contract

Samples: Stock Acquisition Agreement and Plan of Merger (Crescent Operating Inc)

Binding Effect; Assignment; No Third Party Benefit. Subject to the following sentence, this This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their successors respective heirs, legal representatives, successors, and permitted assigns. Neither Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated by either Party any of the parties hereto without the prior written consent of the other Partyparties, which consent may be withheld in such party’s sole judgment; provided, however, that notwithstanding that, without the foregoingconsent of any party hereto but upon written notice to Sellers’ Representative, the Buyer shall be entitled have the right to assign or otherwise transfer this Agreement and any and all of their or its rights and obligations hereunder in whole or in part to an Affiliate of such Party without the prior written consent of any other Party hereto; providedBuyer, further, that but no such assignment or other transfer shall (i) have a material adverse effect onrelieve Crosstex Energy Services, or materially delay, L.P. from the consummation obligations of the transactions contemplated hereby or (ii) relieve the Buyer from any obligation hereunder. Except as provided hereinin Section 9.3 and Article XII, nothing in this Agreement Agreement, express or implied, is intended to or shall confer upon any Person other than the Partiesparties hereto, and their successors respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Crosstex Energy Lp)

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