Amendment; Benefit; Assignability Sample Clauses

Amendment; Benefit; Assignability. This Guaranty may be amended only by the execution and delivery of a written instrument by or on behalf of the Buyer and Sponsors. This Guaranty shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No assignment or transfer of the Supply Agreement or this Guaranty shall operate to extinguish or diminish the Obligations of the Sponsors hereunder (up to the Cap).
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Amendment; Benefit; Assignability. This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of the Company and Buyer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder, except as otherwise provided in Section 6.12 or Section 11.16. This Agreement may not be assigned by any party without the prior written consent of the Company and Buyer; provided, however, that any Buyer Party may assign, without the prior written consent of the Company, all or any portion of this Agreement and/or its rights or obligations hereunder to any Affiliate of a Buyer Party; provided that no such assignment shall affect the Sponsor’s obligation under the Commitment Letter.
Amendment; Benefit; Assignability. Except as otherwise required by Law, the Parties may modify or amend this Agreement only by written agreement executed and delivered by or on behalf of Remedy Opco and Parent. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder. This Agreement may not be assigned by any Party without the prior written consent of the other Party. As further provided in Section 9.14 below, after Closing any modification or amendment to this Agreement shall require written agreement of New Remedy Corp instead of Remedy Opco.
Amendment; Benefit; Assignability. This Agreement may be amended only by the execution and delivery of a written instrument, if prior to the Closing, by or on behalf of Buyer and the Company, and if after the Closing, by or on behalf of Buyer and the Seller Representative. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder, except as otherwise provided in Section 5.7; provided, however, that the Debt Financing Sources shall be express third party beneficiaries under this Section 11.2 (Amendment; Benefit; Assignability), Section 11.4 (Waiver), Section 11.10 (Governing Law; Jurisdiction), Section 11.12 (No Additional Representations or Warranties), and Section 11.14 (Waiver of Trial by Jury). This Agreement may not be assigned by any Party without the prior written consent of the Seller Representative and Buyer, except that any Party may assign this Agreement to a Subsidiary of such Party or any Person of which such Person is a Subsidiary (provided that no such assignment shall relieve such assigning Party from its respective obligations under this Agreement). Notwithstanding the foregoing, no amendment or waiver shall be made to this Agreement or any exhibits, schedules or annexes hereto that would adversely affect the rights of any of the Debt Financing Sources as set forth in this Section 11.2 (Amendment; Benefit; Assignability), Section 11.4 (Waiver), Section 11.10 (Governing Law; Jurisdiction), Section 11.12 (No Additional Representations or Warranties), or Section 11.14 (Waiver of Trial by Jury) without the prior written consent of the Debt Financing Sources.
Amendment; Benefit; Assignability. This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of the Company and the Buyer. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder, except as otherwise provided in Section 5.8. This Agreement may not be assigned by any Party without the prior written consent of the Seller Representative and the Buyer, except that the Buyer may assign this Agreement to a Subsidiary of Buyer or any Person of which Buyer is a Subsidiary (provided that no such assignment specified above shall relieve Buyer from its obligations under this Agreement).
Amendment; Benefit; Assignability. This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of (a) (i) prior to the Effective Time, the Company and (ii) from and after the Effective Time, the Seller Representative, and (b) Buyer; provided, however, that in the event that this Agreement has been adopted by the Company’s stockholders in accordance with the DGCL and the Organizational Documents of the Company, no amendment shall be made to this Agreement that requires the approval of such stockholders under the DGCL and/or the Organizational Documents of the Company without such approval. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and no other Person shall have any right (whether third party beneficiary or otherwise) hereunder, except as otherwise provided in Section 5.9. This Agreement may not be assigned by any party without the prior written consent of the Company and Buyer; provided, however, that from and after the Effective Time any Buyer Party may assign, without the prior written consent of the Company, all or any portion of this Agreement and/or its rights hereunder to any Affiliate of a Buyer Party or to any of the Buyer Partiesfinancing sources, in each case, so long as such Buyer Party remains the primary obligor for its obligations hereunder.

Related to Amendment; Benefit; Assignability

  • Binding Effect; Benefit; Assignment (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

  • Benefit; Assignment Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns. No party may assign this Agreement without the prior written consent of the other party; provided, however, that a party hereto may assign its interest (or a portion thereof) in this Agreement to an Affiliate, but, in such event, the assignor shall be required to remain obligated hereunder in the same manner as if such assignment had not been effected.

  • Binding Effect; Benefits; Assignment All of the provisions of this Agreement will be binding upon, inure to the benefit of and be enforceable by and against that party and its successors and authorized assigns, except as otherwise expressly provided in this Agreement or for the provisions which are intended to be for the benefit of and will be enforceable by an indemnitee under Section 6. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the signatories thereto any rights or remedies under or by reason of this Agreement. No Party will assign any of its rights or obligations under this Agreement to any other person without the prior written consent of the Parties to this Agreement and any such attempted or purported assignment will be null and void.

  • Benefit of Agreement; Assignment (a) This Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by, the parties hereto and their respective personal representatives, successors and assigns, except that the parties hereto may not transfer or assign any of their respective rights or obligations hereunder without the prior written consent of the other parties.

  • Benefits of Agreement; Assignment The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, representatives, heirs and estate, as applicable. This Agreement shall not be assignable by ALPS without the express written consent of the Trust. Any purported assignment in violation of the immediately preceding sentence shall be void and of no effect.

  • Benefit of Agreement Assignments (a) This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Credit Parties may assign or transfer any of its interests and obligations without prior written consent of the Lenders; provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 11.3.

  • Indemnification Provisions for Seller’s Benefit In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties, and covenants contained herein or in an Asset Purchase Agreement and, provided that any Seller makes a written claim for indemnification against Buyer within such survival period (if there is an applicable survival period pursuant to the applicable Transaction Agreement), then Buyer shall indemnify each Seller from and against the entirety of any Adverse Consequences suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

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