Common use of Binding Effect; Benefits; Assignment Clause in Contracts

Binding Effect; Benefits; Assignment. All of the terms of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his or its heirs, legal representatives, successors and authorized assigns. Except as otherwise expressly provided in this Agreement or another Transaction Document, nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective heirs, legal representatives, successors and assigns. No Party will assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Parties to this Agreement or other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document to one or more of its Affiliates, and Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements which are the subject of either Section 3.4 or Section 4.12, which assignments will not relieve Parent or Buyer of any of its obligations under this Agreement or such other Transaction Document.

Appears in 1 contract

Samples: Stock Purchase Agreement (Audiovox Corp)

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Binding Effect; Benefits; Assignment. All of the The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his or its heirs, legal representatives, successors and authorized assigns. Except Except: (a) as otherwise expressly provided in this Agreement or another 82 Transaction Document; (b) for the provisions of Article 7, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective heirs, legal representatives, successors and authorized assigns. No Except as contemplated in Section 4.9(e), no Party will may assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Parties Other Party to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document to one or more of its Affiliates, and Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements which are the subject of either Section 3.4 or Section 4.12, which assignments assignment will not relieve Parent or Buyer of any of its obligations under this Agreement or such other Transaction Document.. Section 6.2

Appears in 1 contract

Samples: Stock and Membership Interest Purchase Agreement

Binding Effect; Benefits; Assignment. All of the terms provisions of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such that Party and his or its heirs, legal representatives, successors and authorized assigns. Except (a) as otherwise expressly provided in this Agreement or another Transaction DocumentDocument or (b) from the provisions in Article 7 which is intended to be for the benefit of, and will be enforceable by, each Buyer Indemnified Party and Seller Indemnified Party, nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any Person other Person than the signatories thereto any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective heirs, legal representatives, successors and assigns. No Party will assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Parties to this Agreement or other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document Documents to (a) one or more of its Affiliates, and Affiliates or (b) any Person providing funded debt to Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements which are the subject of either Section 3.4 or Section 4.12, which assignments will not relieve Parent or Buyer of any of its obligations under this Agreement or such other Transaction DocumentAffiliate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Harrow Health, Inc.)

Binding Effect; Benefits; Assignment. All of the The terms of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his or its heirs, legal representatives, successors and authorized assigns. Except Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; and (b) for the provisions of Section 5.9(d) and Article 8, which are intended to be for the benefit of, and will be enforceable by, the Sellers Indemnified Parties and the Buyer Indemnified Parties, nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective heirs, legal representatives, successors and authorized assigns. No Party will may assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Other Parties to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer Parents and Buyers may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document to one or more of its their Affiliates, and Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements which are the subject of either Section 3.4 or Section 4.12, which assignments assignment will not relieve Parent or Buyer Parents and/or Buyers of any of its obligations under this Agreement or such other Transaction Document.

Appears in 1 contract

Samples: Securities Purchase Agreement (DSW Inc.)

Binding Effect; Benefits; Assignment. All of the The terms of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his or its heirs, legal representatives, successors and authorized assigns. Except Except: (a) as otherwise expressly provided in this Agreement (including Section 5.7) or another Transaction Document; and (b) as provided in Article 8 (which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, and this Agreement and the such other Transaction Documents being are for the exclusive benefit of the Parties hereto (or parties thereto) and their respective heirs, legal representatives, successors and authorized assigns. No Party will may assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Parties to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document to one or more of its Affiliates, and Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements Affiliates which are the subject of either Section 3.4 or Section 4.12, which assignments assignment will not relieve Parent or Buyer of any of its obligations under this Agreement or such other Transaction Document.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thor Industries Inc)

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Binding Effect; Benefits; Assignment. All of the The terms of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his or its heirs, legal representatives, successors and authorized assigns. Except Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; (b) for the provisions of Section 5.10, which are intended for the benefit of, and will be enforceable by, Seller Released Parties and Buyer Released Parties; and (c) for the provisions of Article 8, which are intended to be for the benefit of, and will be enforceable by, Seller Indemnified Parties and Buyer Indemnified Parties, nothing in this Agreement or such any other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other any, each Transaction Document, this Agreement and the other Transaction Documents Document being for the exclusive benefit of the Parties and their respective heirs, legal representatives, successors and authorized assigns. No Party will may assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Parties Other Party to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document to one or more of its Affiliates, and Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements which are the subject of either Section 3.4 or Section 4.12, which assignments will not relieve Parent or Buyer of any of its obligations under this Agreement or such other Transaction Document.

Appears in 1 contract

Samples: Stock Purchase Agreement (Novation Companies, Inc.)

Binding Effect; Benefits; Assignment. All of the The terms of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his or its heirs, legal representatives, successors and authorized assigns. Except Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; (b) for the provisions of Section 5.10, which are intended for the benefit of, and will be enforceable by, the Buyer Released Parties; and (c) for the provisions of Article 8, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties, nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective heirs, legal representatives, successors and authorized assigns. No Party will may assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Parties Other Party to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document to one or more of its Affiliates, and Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements which are the subject of either Section 3.4 or Section 4.12, which assignments will not relieve Parent or Buyer of any of its obligations under this Agreement or such other Transaction Document.

Appears in 1 contract

Samples: Equity Purchase Agreement (Quaint Oak Bancorp Inc)

Binding Effect; Benefits; Assignment. All of the The terms of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his or its heirs, legal representatives, successors and authorized assigns. Except Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; and (b) for the provisions of Article 8, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties, nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective heirs, legal representatives, successors and authorized assigns. No Party will may assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Parties to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document to one or more of its Affiliates, and Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements Affiliates which are the subject of either Section 3.4 or Section 4.12, which assignments assignment will not relieve Parent or Buyer of any of its obligations under this Agreement or such other Transaction Document.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thor Industries Inc)

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