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 shall be void, except that the Parent and the Buyer may assign any or all of their respective rights, interests and obligations hereunder (including without limitation its rights under Article 6) to (i) a 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests of the Parent or the Buyer or a substantial part of its respective Assets or (iii) any financial institution providing debt or equity financing to the Parent or Buyer from time to time. Subject to the preceding sentence, this Agreement is binding upon, shall inure to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 3 contracts

Samples: Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.)

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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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6X) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent or the Buyer Company or a substantial part of its respective Assets assets, provided that prior to such assignment Purchaser has paid any and all of the Purchase Price set forth in Section 1.02, or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 3 contracts

Samples: Share Purchase Agreement (Sun New Media Inc.), Share Purchase Agreement (Se Global Equities Corp), Share Purchase Agreement (Sun New 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6XI) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity membership interests of the Parent or the Buyer Company or a substantial part of its respective Assets assets or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6) to (i) a wholly-owned Subsidiary subsidiary of Parent, Purchaser (provided that any such Subsidiary subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein), (ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent or the Buyer Company or a substantial part of its respective Assets assets or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 2 contracts

Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 611) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests of the Parent or the Buyer Business or a substantial part of its respective the Assets or (iii) any financial institution providing debt purchase money or equity other financing to the Parent or Buyer Purchaser from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (MFC Development 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, hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6XIV) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent Purchaser, or the Buyer all or a substantial part of its respective Assets assets or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent Company, the General Partner, the JGW Partnership or Buyer the MF Partnership from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i), (ii) or (iii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Merger and Acquisition Agreement (Dvi 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 party hereto, and any attempt to do so shall be void, except (a) for assignments and transfers by operation of Law, and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6XI) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests of the Parent or the Buyer New Jersey Business or a substantial part of its respective Assets the New Jersey Assets, (iii) any post-Closing purchaser of the New York Businesss or a substantial part of the New York Assets, or (iiiiv) any financial institution providing debt purchase money or equity other financing to the Parent or Buyer Purchaser from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure 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 (Star Multi Care Services 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6IX) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests of the Parent or the Buyer Business or a substantial part of its respective the Assets or (iii) any financial institution providing debt purchase money or equity other financing to the Parent or Buyer Purchaser from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure 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 (Radiant Systems 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 shall be void, except that the Parent and the Buyer may assign any or all of their respective rights, interests and obligations hereunder (including without limitation its rights under Article 67) to (i) a wholly-owned Subsidiary of ParentSubsidiary, provided that any such Subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests of the Parent or the Buyer or a substantial part of its respective Assets or (iii) any financial institution providing debt or equity financing to the Parent or Buyer from time to time. Subject to the preceding sentence, this Agreement is binding upon, shall inure 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 (EnviroStar, 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6XI) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent or the Buyer Company or a substantial part of its respective Assets assets or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Primark 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its limitation, the rights under Article 6to purchase the general partner interest or the limited partner interest of the Company) to (i) a one or more wholly-owned Subsidiary subsidiaries of Parent, provided Purchaser (PROVIDED that any such Subsidiary subsidiary agrees in writing to be bound by all of the terms, conditions and provisions contained herein), (ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent or the Buyer Company or a substantial part of its respective Assets assets or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Non Compete Agreement (Viewpoint 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchasers may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6IX) to (i) 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, (ii) any post-Closing purchaser of all or any portion of the issued and outstanding equity interests of the Parent or the Buyer or a substantial part of its respective Assets Shares or (iii) any financial institution providing debt purchase money or equity other financing to Purchasers or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchasers of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure 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 (Acorn Products 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 each other parties hereto, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6XV) to (i) a any wholly-owned Subsidiary of ParentPurchaser, provided that any such Subsidiary agrees in writing including, without, limitation, each of Holdings, Business Services, Engineering Services and USA, each of which may acquire certain of the Assets, the Limited Stock and the APX-Brazil Stock to be bound by all of the terms, conditions and provisions contained hereintransferred hereunder, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests of the Parent Business or the Buyer APX Continuing Business or a substantial part of its respective the Assets of Purchaser or (iii) any financial institution providing debt purchase money or equity other financing to the Parent or Buyer Purchaser from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) above shall relieve the assigning party of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure 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 (Mascotech 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6IX) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests of the Parent or the Buyer or a substantial part of its respective the Assets or (iii) any financial institution providing debt purchase money or equity other financing to the Parent or Buyer Purchaser from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure 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 (Voxware 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6XI) to [(i) )] 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, [(ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent or the Buyer Company or a substantial part of its respective Assets assets or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing,] but no such assignment [referred to in clause (i) or (ii)] shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Viewpoint 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign this Agreement or any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6XI) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent or the Buyer Company or a substantial part of its respective Assets assets or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Stock Purchase Agreement (AerCap Holdings N.V.)

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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6XI) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent or the Buyer Company or a substantial part of its respective Assets assets, provided that prior to such assignment Purchaser has paid any and all of the Purchase Price set forth in Section 1.02, or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) or (ii) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Share Purchase Agreement (Asiainfo Holdings 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, party hereto and any attempt to do so shall will be void, except (a) for assignments and transfers by operation of Law and (b) that the Parent and the Buyer Purchaser may assign any or all of their respective its rights, interests and obligations hereunder (including without limitation its rights under Article 6IX) to (i) 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, (ii) any post-Closing purchaser of all of the issued and outstanding equity interests stock of the Parent or the Buyer Company or a substantial part of its respective Assets assets or (iii) any financial institution providing debt purchase money or equity other financing to Purchaser or the Parent or Buyer Company from time to timetime as collateral security for such financing, but no such assignment referred to in clause (i) shall relieve Purchaser of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, shall inure inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Qad Inc)

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