Common use of No Assignment or Benefit to Third Parties Clause in Contracts

No Assignment or Benefit to Third Parties. Subject to Section 10.8, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser may assign any and all of its rights under this Agreement or any Ancillary Agreement to one or more of its wholly owned subsidiaries (but no such assignment shall relieve Purchaser of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Gsi Commerce Inc), Stockholders’ Agreement (Gsi Commerce Inc)

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No Assignment or Benefit to Third Parties. Subject to Section 10.8, this (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its duties or obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser may Buyer may, by written notice, assign any and all of its rights under this Agreement or any Ancillary Agreement (A) to one or more of its wholly owned subsidiaries Subsidiaries or (B) to the Committed Financing Sources for collateral security purposes (but no such assignment referred to in the foregoing clause (A) or (B) shall relieve Purchaser Buyer of any of its duties or obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than PurchaserBuyer, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement, except for the rights of the Financing Sources pursuant to this Section 10.3, Section 10.2, Section 9.2, Section 10.11 and Section 10.17 and Outside Counsel pursuant to Section 10.18.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Verizon Communications Inc), Securities Purchase Agreement (Frontier Communications Corp)

No Assignment or Benefit to Third Parties. Subject to Section 10.8, this (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No Subject to the provisions of Sections 2.4 and 6.13, no party to this Agreement may assign any of its rights or delegate any of its duties or obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser may (ii) Buyer may, by written notice, assign any and all of its rights under this Agreement or any Ancillary Agreement (A) to one or more of its wholly owned subsidiaries (but no such assignment shall relieve Purchaser Buyer of any of its duties or obligations hereunder)) or (B) to the Financing Sources for collateral security purposes. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than PurchaserBuyer, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement, except for the rights of the Financing Sources pursuant to this Section 10.3, Section 10.2, Section 9.2, Section 10.10 and Section 10.17.

Appears in 2 contracts

Samples: Stock Purchase Agreement (At&t Inc.), Stock Purchase Agreement (Frontier Communications Corp)

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No Assignment or Benefit to Third Parties. Subject to Section 10.8, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser Acquiror or Acquiror Sub may assign any and all of its rights under this Agreement to any Debt Financing Source in connection with the Debt Financing or any Ancillary Agreement to one or more of its another wholly owned subsidiaries subsidiary of Acquiror without the prior written consent of the Company (but no such assignment shall relieve Purchaser Acquiror or Acquiror Sub of any of its their respective obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified PersonsAcquiror, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11Company, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Indemnitees and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this AgreementAgreement other than the rights of the Debt Financing Sources to enforce the rights granted to them in Section 8.2(d) and Section 9.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cablevision Systems Corp /Ny)

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