Common use of No Assignment; Binding Effect Clause in Contracts

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that Sub may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-owned Subsidiary of Parent, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Alpnet Inc), Agreement and Plan of Merger (U S Wireless Data Inc), Agreement and Plan of Merger (Worthington Foods Inc /Oh/)

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No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto either Party without the prior written consent of the other parties hereto Party and any attempt to do so will be void, except that Sub Purchaser may assign any or all of its rights, interests and obligations hereunder to another direct or indirect a wholly-owned Subsidiary of Parentsubsidiary, provided that any such Subsidiary subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein, but no such assignment shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto Parties and their respective successors and assigns.

Appears in 6 contracts

Samples: Share Purchase Agreement (International Rectifier Corp /De/), Stock Purchase Agreement (International Rectifier Corp /De/), Stock Purchase Agreement (International Rectifier Corp /De/)

No Assignment; Binding Effect. Neither this Agreement nor any ----------------------------- right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties Party hereto and any attempt to do so will be void, except (i) for assignments and transfers by operation of law, and (ii) that Sub the Buyer may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-owned Subsidiary an Affiliate of the Buyer with the consent of the Parent, provided that any such Subsidiary agrees in writing to which consent shall not unreasonably be bound by all of the terms, conditions and provisions contained hereinwithheld. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties Parties hereto and their respective permitted successors and assigns.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cellstar Corp), Asset Purchase Agreement (Cellstar Corp), Asset Purchase Agreement (Cellstar Corp)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, void except that Parent and Merger Sub may assign all or any or all of its rights, interests their respective rights and obligations hereunder to another any direct or indirect wholly-wholly or partially owned Subsidiary subsidiary, subsidiaries, or other affiliates of Parentthe Parent without the consent of the Company, provided that any no such Subsidiary agrees in writing to be bound by all assignment shall relieve the assigning party of the terms, conditions and provisions contained hereinits obligations hereunder if such assignee does not perform such obligations. Subject to the preceding sentence, this This Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Interwest Home Medical Inc), Agreement and Plan of Merger (Interwest Home Medical Inc), Agreement and Plan of Merger (Bonneville Pacific Corp)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party Party hereto without the prior written consent of the other parties Party hereto and any attempt to do so will be void, except that Sub each Party hereto may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-owned Subsidiary of Parentan Affiliate, provided that provided, that, any such Subsidiary Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties Parties hereto and their respective successors and assigns.

Appears in 3 contracts

Samples: Transition Services Agreement (American Express Financial Corp), Transition Services Agreement (Games Inc), Transition Services Agreement (Ameriprise Financial Inc)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that Buyer and Merger Sub may assign any or all of its their rights, interests and obligations hereunder to another direct or indirect wholly-owned Subsidiary of ParentBuyer, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Bryan Steam Corp), Agreement and Plan of Merger (Burnham Corp), Agreement and Plan of Merger (Bryan Steam Corp)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties party hereto and any attempt to do so will be void, except (i) for assignments and transfers by operation of Law and (ii) that Sub the Purchaser may assign any or all of its rights, interests and obligations hereunder (including its rights under Article 10) to another direct or indirect wholly-owned Subsidiary of Parenta subsidiary, provided that any such Subsidiary subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 2 contracts

Samples: Share Purchase Agreement (Legend Media, Inc.), Share Purchase Agreement (Legend Media, Inc.)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that Acquisition Sub may assign any or all of its rights, interests and obligations 68 30 hereunder to another direct or indirect wholly-owned Subsidiary of ParentHarsco, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.. 9.08

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chemi Trol Chemical Co), Agreement and Plan of Merger (Chemi Trol Chemical Co)

No Assignment; Binding Effect. (a) Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party either Party hereto without the prior written consent of the other parties Party hereto and any attempt to do so will be void, except that Sub following the Effective Time each Party hereto may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-owned Subsidiary of Parentan Affiliate, provided that any such Subsidiary Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties Parties hereto and their respective successors and assigns.

Appears in 2 contracts

Samples: Employee Matters Agreement (Broadridge Financial Solutions, Inc.), Employee Matters Agreement (Broadridge Financial Solutions, LLC)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that Sub may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-wholly- owned Subsidiary of Parent, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Geodynamics Corp), Agreement and Plan of Merger (HFS Inc)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto either Party without the prior written consent of the other parties hereto Party and any attempt to do so will be void, except (a) for assignments and transfers by operation of Law, and (b) that Sub Purchaser may assign any or all of its rights, interests and obligations hereunder to another direct or indirect a wholly-owned Subsidiary of Parentsubsidiary, provided that any such Subsidiary subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto Parties and their respective successors and assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (APA Enterprises, Inc.)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto prior to the Closing without the prior written consent of the other parties hereto and any attempt to do so will be void, except that each of Parent and Sub may assign any or all of its rights, interests and obligations rights (but not delegate any of its obligations) hereunder to another direct or indirect wholly-owned Subsidiary of Parent, provided that such assignment shall not release or discharge Parent or Sub of any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained hereintheir respective Liabilities hereunder. Subject to the preceding sentence, this Agreement is binding uponon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cone Mills Corp)

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No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will shall be void, except (a) for assignments and transfers by operation of Law and (b) that Sub either party may (i) assign any or all of its rights, interests and obligations hereunder to another direct or indirect a wholly-owned Subsidiary of Parentsubsidiary, provided that any such Subsidiary subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein, and (ii) collaterally assign any or all of its rights, interests and obligations hereunder to a Person or Persons providing financing to either party. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Purchase Agreement (Fulcrum Bioenergy Inc)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that Sub may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-wholly owned Subsidiary of Parent, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fpa Medical Management Inc)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party of the Parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto parties; provided, however, that Parent may assign Merger Sub's rights and obligations, in whole or in part, under this Agreement to Parent or any attempt to do so will other wholly owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void, except that Sub may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-owned Subsidiary of Parent, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the two preceding sentencesentences, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties Parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barton Protective Services LLC)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that Parent may cause Merger Sub may to assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-owned Subsidiary of Parent, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this This Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Agreement and Plan of Merger

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that Sub may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-owned Subsidiary of Parent, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.. 42

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpnet Inc)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party Party hereto without the prior written consent of the other parties Party hereto and any attempt to do so will be void, except (i) for assignments and transfers by operation of Laws and (ii) that Sub the Purchaser may assign any or all of its rights, interests and obligations hereunder (including its rights under Article 9) to another direct or indirect wholly-owned Subsidiary of Parenta subsidiary, provided that any such Subsidiary subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Acquisition Agreement (Legend Media, Inc.)

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void, except that Sub Buyer may assign any or all of its rights, interests and obligations hereunder to another direct or indirect wholly-wholly owned Subsidiary of ParentBuyer, provided PROVIDED that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dairy Mart Convenience Stores Inc)

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