Common use of SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT Clause in Contracts

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ responsibility to the i3 Verticals Parties are solely contractual in nature and the Underwriters do not owe the i3 Verticals Parties, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 2 contracts

Samples: Underwriting Agreement (I3 Verticals, Inc.), Underwriting Agreement (I3 Verticals, Inc.)

AutoNDA by SimpleDocs

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties Company and the Selling Stockholders and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling Stockholders contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties and the Selling Stockholder Indemnified Parties. It is understood that each Underwriters’ the Underwriter's responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser The term "successor" as used in this Section 11 shall not include any purchaser, as such purchaser, of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchasethe several Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Digital Theater Systems Inc), Digital Theater Systems Inc

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties Company, and their respective successors and assigns. Notwithstanding the foregoing, the determination as to whether any condition in Section 6 hereof shall have been satisfied, and the waiver of any condition in Section 6 hereof, may be made by the Representative in its sole discretion, and any such determination or waiver shall be binding on each of the Underwriters and shall not require the consent of any Underwriter. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the several benefit of the Underwriter Indemnified Parties, Parties and the indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ Underwriter’s responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 2 contracts

Samples: Underwriting Agreement (Netsol Technologies Inc), Underwriting Agreement (Authentidate Holding Corp)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties Company and the Selling Stockholders and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling Stockholders contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties and the Selling Stockholder Indemnified Parties. It is understood that each Underwriters’ the Underwriter’s responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser The term “successor” as used in this Section 11 shall not include any purchaser, as such purchaser, of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchasethe several Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Zilog Inc), Underwriting Agreement (Integrated Silicon Solution Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several UnderwritersInitial Purchasers, the i3 Verticals Parties Company, and their respective successors and assigns. Notwithstanding the foregoing, the determination as to whether any condition in Section 6 hereof shall have been satisfied, and the waiver of any condition in Section 6 hereof, may be made by the Representatives in their sole discretion, and any such determination or waiver shall be binding on each of the Initial Purchasers and shall not require the consent of any Initial Purchaser. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Initial Purchaser Indemnified Parties, Parties and the several indemnities of the several Underwriters Initial Purchasers shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ Initial Purchaser’s responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters Initial Purchasers do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 2 contracts

Samples: Agreement (Sarepta Therapeutics, Inc.), Agreement (Sarepta Therapeutics, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified PartiesParties and the Designated Underwriter Indemnified Parties , and the indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ responsibility to the i3 Verticals Parties are solely contractual in nature and the Underwriters do not owe the i3 Verticals Parties, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (I3 Verticals, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties Company and the Selling Shareholders and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling Shareholders contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties and the Selling Shareholder Indemnified Parties. It is understood that each Underwriters’ Underwriter’s responsibility to the i3 Verticals Parties are Company is solely contractual in nature and no Underwriter owes the Underwriters do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (Kenexa Corp)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several UnderwritersUnderwriter, the i3 Verticals Parties Company, and their respective successors and assigns. This Agreement shall also inure to the benefit of Lazard Frères & Co. LLC, the Underwriter, and each of their respective successors and assigns, which shall be third party beneficiaries hereof. Notwithstanding the foregoing, the determination as to whether any condition in Section 6 hereof shall have been satisfied, and the waiver of any condition in Section 6 hereof, may be made by the Underwriter in its sole discretion. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnities of the several Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ the Underwriter’s responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters do Underwriter does not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (Anadys Pharmaceuticals Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties Company, the Principal Subsidiaries and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the covenants, agreements and indemnities of the several Underwriters contained in Section 7 hereof shall also be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ Underwriter’s responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (Cambridge Display Technology, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several UnderwritersUnderwriter, the i3 Verticals Parties Company, and their respective successors and assigns. This Agreement shall also inure to the benefit of Lazard Frères & Co. LLC, and each of its respective successors and assigns, which shall be third party beneficiaries hereof. Notwithstanding the foregoing, the determination as to whether any condition in Section 7 hereof shall have been satisfied, and the waiver of any condition in Section 7 hereof, may be made by the Underwriter in its sole discretion. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnities of the several Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ the Underwriter’s responsibility to the i3 Verticals Parties are hereunder is solely contractual in nature and the Underwriters do Underwriter does not owe the i3 Verticals Parties, or any other party, third party any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (Beacon Power Corp)

AutoNDA by SimpleDocs

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties Company and the Selling Shareholders and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company Company, and the Selling Shareholders contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, the Designated Underwriter Indemnified Parties, and the indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties and the Selling Shareholder Indemnified Parties. It is understood that each Underwriters’ Underwriter’s responsibility to the i3 Verticals Parties are Company and the Selling Shareholders is solely contractual in nature and the Underwriters do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (MEDecision, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties Company and the Selling Shareholders and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling Shareholders contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties and the Selling Shareholder Indemnified Parties. It is understood that each Underwriters’ the Underwriter's responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (Celebrate Express, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several UnderwritersInitial Purchasers, the i3 Verticals Parties Company and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; , except that (a) the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Initial Purchaser Indemnified Parties, and the indemnities of the several Underwriters Initial Purchasers shall also be for the benefit of the Company Indemnified PartiesParties and (b) the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders shall be entitled to enforce the agreement for their benefit contained in Section 4(i) hereof as if such holders and prospective purchasers were parties to this Agreement. It is understood that each Underwriters’ Initial Purchaser's responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters Initial Purchasers do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Evergreen Solar Inc

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the i3 Verticals Parties Company and the Selling stockholder and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling stockholder contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ Underwriter’s responsibility to the i3 Verticals Parties are Company and the Selling stockholder is solely contractual in nature and the Underwriters do not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (Asure Software Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several UnderwritersUnderwriter, the i3 Verticals Parties Company, and their respective successors and assigns. This Agreement shall also inure to the benefit of Lazard Frères & Co. LLC, and each of its successors and assigns, which shall be third party beneficiaries hereof. Notwithstanding the foregoing, the determination as to whether any condition in Section 6 hereof shall have been satisfied, and the waiver of any condition in Section 6 hereof, may be made by the Underwriter in its sole discretion. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in Section 8 of this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the several indemnities of the several Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriters’ Underwriter’s responsibility to the i3 Verticals Parties are Company is solely contractual in nature and the Underwriters do Underwriter does not owe the i3 Verticals PartiesCompany, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 1 contract

Samples: Underwriting Agreement (Ballard Power Systems Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.