Common use of Assignment and Binding Effect Clause in Contracts

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mantech International Corp), Agreement and Plan of Merger (Mantech International Corp)

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Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the each other parties party hereto. Subject to the foregoing, all All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationparties hereto.

Appears in 2 contracts

Samples: Distribution Services Agreement (Cg Corporate Insurance Variable Life Separate Account 2), Distribution Services Agreement (Cg Variable Life Insurance Separate Account A)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationparties hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Motorola Inc)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Buyer and Merger Sub and/or the Surviving CorporationSub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mantech International Corp)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties, and any assignment in violation of the foregoing is void ab initio. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the CompanySellers and the Purchaser. Prior to execution by all parties, Buyerthis Agreement shall not be binding upon or enforceable by or against any party, Merger Sub and/or the Surviving Corporationby estoppel or otherwise.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Carbon Energy Corp)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of all of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationany party hereto.

Appears in 1 contract

Samples: Stockholders' Agreement (Central Freight Lines Inc/Tx)

Assignment and Binding Effect. This Agreement may not be assigned prior ------------------------------ to the Closing by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions provision of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving CorporationSeller and Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

Assignment and Binding Effect. This Agreement may not be assigned prior to the Closing by any party hereto without the prior written consent of the other parties heretoparty. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving CorporationSeller and Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Apple South Inc)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparty. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of of, and be enforceable by by, the successors and permitted assigns of the Consultant and the Company, Buyer, Merger Sub and/or the Surviving Corporation.

Appears in 1 contract

Samples: Consulting Agreement

Assignment and Binding Effect. This Agreement may not be assigned by any either party hereto without the prior written consent of the other parties hereto. Subject to the foregoing, all of the terms and provisions of party; provided that Purchaser may assign this Agreement to any Affiliate thereof without such consent. This Agreement shall be binding upon and inure to the benefit of and be enforceable by binding upon the parties hereto and their respective executors, heirs, personal representatives, successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationassigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sensory Science Corp)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the CompanySellers, BuyerOwner and Purchaser. Prior to execution by all parties, Merger Sub and/or the Surviving Corporationthis Agreement shall not be binding upon or enforceable by or against any party, by estoppel or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adams Resources & Energy, Inc.)

Assignment and Binding Effect. This Agreement may ------------------------------ not be assigned by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationparties hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Mobile Satellite Corp)

Assignment and Binding Effect. This Agreement may shall not be assigned by any party hereto without the prior written consent of the other parties hereto. Subject ; provided, however, that Buyer shall be permitted to the foregoing, assign this Agreement to any wholly-owned subsidiary of Buyer or to its lenders for collateral security purposes (provided that Buyer shall remain liable for all of its obligations hereunder following such assignment). All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationparties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spherion Corp)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationeach party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Teltronics Inc)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoCompany. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationparties.

Appears in 1 contract

Samples: Agreement Among Certain Management Shareholders (Kenexa Corp)

Assignment and Binding Effect. This Agreement may shall not be assigned by any party Party hereto without the prior written consent of the other parties Party hereto. Subject ; provided, however, that Buyer may assign this Agreement to any of its Affiliates or for financing purposes without the foregoingneed for Seller’s consent (provided, that Buyer shall remain liable for all of its obligations hereunder arising prior to such assignment). All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving CorporationParties.

Appears in 1 contract

Samples: Asset Purchase Agreement (SolarMax Technology, Inc.)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties, provided that Buyer may assign any of its rights hereunder to any wholly-owned (direct or indirect) subsidiary of Buyer. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors and permitted assigns of the Companyparties. All references herein to any party shall be deemed to include any successor to such party, Buyer, Merger Sub and/or the Surviving Corporationincluding any corporate successor.

Appears in 1 contract

Samples: Asset Purchase Agreement (Powertel Inc /De/)

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Assignment and Binding Effect. This Amended Agreement may not be assigned prior to the Closing by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Amended Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the CompanyMembers, Buyer, Merger Sub and/or the Surviving CorporationSeller and Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Equalnet Communications Corp)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationparties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bimini Mortgage Management Inc)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparty. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Sellers and Buyer, Merger Sub and/or the Surviving Corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lincoln Floorplanning Co., Inc.)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparty. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Seller and the Company, Buyer, Merger Sub and/or the Surviving Corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Energy Partners LTD)

Assignment and Binding Effect. This Agreement may not be assigned by any either party hereto without the prior written consent of the other parties heretoparty. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the CompanyParent, BuyerSubsidiary and Partnership, Merger Sub and/or the Surviving Corporation.but shall not be construed as conferring any other rights on any other person. (f)

Appears in 1 contract

Samples: Contribution Agreement (Ruby Tuesday Inc)

Assignment and Binding Effect. This Agreement may not be assigned by any ----------------------------- either party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the CompanySeller and Purchaser, Buyer, Merger Sub and/or the Surviving Corporationbut shall not be construed as conferring any rights on any other person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Afc Enterprises Inc)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or Seller and the Surviving CorporationPurchaser.

Appears in 1 contract

Samples: LLC Interest Purchase Agreement (Renaissance Learning Inc)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationparties.

Appears in 1 contract

Samples: Redemption and Purchase Agreement (Kirklands Inc)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoparty. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving Corporationparties.

Appears in 1 contract

Samples: Warrant Amendment and Exercise Agreement (NightFood Holdings, Inc.)

Assignment and Binding Effect. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties heretoParties. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Company, Buyer, Merger Sub and/or the Surviving CorporationSub, and Escrow Agent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mantech International Corp)

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