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, 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 (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.
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 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. 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).

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.

  • Binding Effect; Assignability; Benefit (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted 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; Benefit of Agreement This Agreement shall be binding upon and inure to the benefit of the Seller, the Servicer, the Administrative Agent, the Backup Servicer, the Collateral Custodian, the Secured Parties and their respective successors and permitted assigns and, in addition, the provisions of Section 2.9(a)(1) and Section 2.10(a)(1) shall inure to the benefit of each Hedge Counterparty, whether or not that Hedge Counterparty is a Secured Party.

  • 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 Participations (a) This 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, however, no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that a merger or consolidation not prohibited by this Agreement shall not constitute an assignment or transfer) without the prior written consent of all of the Lenders and provided, further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments, Loans or related Obligations hereunder except as provided in Section 13.05(b)) and the participant shall not constitute a “Lender” hereunder; and provided, further, that no Lender shall transfer, assign or grant any participation (w) to a natural person, (x) to a Competitor (unless consented to by Borrower), (y) to a Disqualified Lender (unless consented to by Borrower) or (z) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the date for any scheduled payment on, or the final scheduled maturity of, any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond any applicable R/C Maturity Date (unless such Letter of Credit is required to be cash collateralized or otherwise backstopped (with a letter of credit on customary terms) to the applicable L/C Lender’s and the Administrative Agent’s reasonable satisfaction or the participations therein are required to be assumed by Lenders that have commitments which extend beyond such R/C Maturity Date)) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the total Commitments or Total Revolving Commitments or of a mandatory prepayment shall not constitute a change in the terms of such participation, that an increase in any Commitment (or the available portion thereof) or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or other Credit Document to which it is a party or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans or Letters of Credit hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto). Subject to the last sentence of this paragraph (a), Borrower agrees that each participant shall be entitled to the benefits of Sections 5.01, and 5.06 (subject to the obligations and limitations of such Sections, including Section 5.06(b), (c) and (d) (it being understood that the documentation required under Section 5.06(b), (c) and (d) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 13.05. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 4.07 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and related interest amounts) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any portion of a Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. A participant shall not be entitled to receive any greater payment under Sections 5.01 or 5.06 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the entitlement to a greater payment results from any change in applicable Laws after the date the participant became a participant.

  • Extension of Benefits Upon termination of insurance, whether due to termination of eligibility, or termination of the Contract, an extension of benefits shall be provided for a period of no less than 30 days for completion of a dental procedure that was started before Your coverage ended.

  • Binding Effect; Benefits This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

  • Benefit of Agreement Assignments and Participations (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.

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