Binding Effect; Persons Benefiting; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Without the prior written consent of the other party hereto, this Agreement may not be assigned by either party hereto and any purported assignment made without such consent shall be null and void.
Binding Effect; Persons Benefiting; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Except as expressly provided in Article 7 with respect to rights to indemnification, nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 9.11 without notice or Liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Without the prior written consent of each of the other Parties, this Agreement may not be assigned by any of the Parties and any purported assignment made without such consent shall be null and void; provided that the Company may assign its right to purchase the Units to a wholly owned Subsidiary of the Company without the prior written consent of any other Party.
Binding Effect; Persons Benefiting; Assignment. (a) This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns including an Investor Holder who takes in accordance with Section 4.5(b). Nothing in this Agreement is intended or shall be construed to confer upon any Person any right, remedy or claim under or by reason of this Agreement or any part hereof other than the Parties hereto and their respective successors and permitted assigns.
Binding Effect; Persons Benefiting; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, personal representatives, successors, and assigns. Nothing in this Agreement is intended or shall be construed to confer upon any entity or Person other than the Parties and their respective heirs, personal representatives, successors, and assigns any right, remedy, or claim under or by reason of this Agreement or any part thereof. This Agreement may not be assigned by any Parties without the prior written consent of each of the other Parties; provided, however, that Purchaser may assign its rights hereunder to a subsidiary of Purchaser, directly or indirectly, controlled by Purchaser. Purchase and Sale Agreement
Binding Effect; Persons Benefiting; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Without the prior written consent of the other party hereto, this Agreement may not be assigned by either party hereto and any purported assignment made without such consent shall be null and void. NY\6038815.13
Binding Effect; Persons Benefiting; Assignment. This Agreement shall be binding upon and inure to the benefit of Seller, on behalf of Selling Fund, Buyer, on behalf of Buying Fund and the Investment Adviser, and their respective successors and permitted assigns. Nothing in this Agreement is intended or shall be construed to confer upon any entity or Person other than the parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Except as provided in Section 7.12 of this Agreement, without the prior written consent of the parties hereto, neither this Agreement nor any of the rights, duties or obligations hereunder, may be assigned by any of the parties hereto.
Binding Effect; Persons Benefiting; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. No provision of this Agreement is intended or shall be construed to confer upon any entity or Person other than the Parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. This Agreement may not be assigned by any of the Parties hereto; provided, however, that, the Buyer may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to (i) a wholly-owned Subsidiary of the Buyer, in which event all of the rights and powers of the Buyer and remedies available to the Buyer under this Agreement shall extend to and be enforceable by such Subsidiary and provided that Buyer provides the Member Representative with written notice of such assignment within five (5) Business Days of the same, or (ii) subject to Section 2.5.4 of this Agreement, any Person who acquires the Buyer, whether by way of merger or the purchase of all of the Buyer’s outstanding capital stock or substantially all of the Buyer’s assets. In the event of any such assignment and delegation, the term “Buyer” as used in this Agreement shall be deemed to refer to such Subsidiary or successor of the Buyer, as the case may be, where reference is made with respect to actions to be taken with respect to the Transactions, and shall be deemed to include both the Buyer and such Subsidiary or successor of the Buyer, as the case may be, where appropriate. Notwithstanding anything herein to the contrary, irrespective of any assignment under Section 14.5(i) above the original Buyer and assignor under Section 14.5(i) (i.e., Integra LifeSciences Holdings Corporation) shall remain primarily liable for the performance of all of its obligations under this Agreement and the Ancillary Agreements, and as such, the Sellers may seek to enforce this Agreement against Integra LifeSciences Holdings Corporation without first having to seek enforcement against any assignee under Section 14.5(i) above, and furthermore, nothing in this Section 14.5 shall be deemed a waiver of any claim which Sellers might have against Integra LifeSciences Holdings Corporation.
Binding Effect; Persons Benefiting; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended or shall be construed to confer upon any entity or person other than the parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of their Agreement or any part hereof. No party to this Agreement may assign its rights and obligations hereunder without the consent of any other party; provided, however that without the consent of any Person, Buyer may assign its rights and obligations to a wholly owned subsidiary of Buyer Parent. No assignment of this Agreement or any rights herein by any party shall relieve such party of his, her or its obligations hereunder, including particularly, but without limitation, such party's obligations under Article VII hereof.
Binding Effect; Persons Benefiting; Assignment. This Amendment shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Nothing in this Amendment is intended or shall be construed to confer upon any Person other than the Parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Amendment or any part hereof. The representations and warranties in this Amendment are the product of negotiations among the Parties and are for the sole benefit of the Parties.
Binding Effect; Persons Benefiting; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and assigns. Nothing in this agreement is intended or shall be construed to confer upon any entity or person other than the parties hereto and their respective heirs, personal representatives, successors, and assigns any right, remedy, or claim under or by reason of this Agreement or any part thereof. This Agreement may not be assigned by any parties hereto without the prior written consent of each of the other parties hereto; provided, however, that SMHG may assign its rights hereunder to a subsidiary of SMHG, directly or indirectly, controlled by SMHG.
