Common use of Assignment; Binding Upon Successors and Assigns Clause in Contracts

Assignment; Binding Upon Successors and Assigns. Neither of the parties hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Purchaser may assign its rights under this Agreement (a) to any majority-owned subsidiary of Purchaser, provided that Purchaser guarantees the obligations of such subsidiary hereunder or (b) to any successor of Purchaser through any merger or consolidation, or purchase of all or substantially all of Purchaser's stock or all or substantially all of Purchaser's assets. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jda Software Group Inc), Asset Purchase Agreement (Comshare Inc)

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Assignment; Binding Upon Successors and Assigns. Neither None of the parties hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that that: (a) Purchaser may assign its rights under this Agreement (ai) to any majority-owned subsidiary of Purchaser, provided that Purchaser guarantees the obligations of such subsidiary hereunder or (bii) to any successor of Purchaser through any merger or consolidation, or purchase of all or substantially all of Purchaser's ’s stock or all or substantially all of Purchaser's ’s assets; and (b) Seller may assign their rights under this Agreement to Xxxxxx and the Purchaser Shares may be resold or assigned as provided in Section 2.6(b). This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ocz Technology Group Inc), Noncompetition and Nonsolicitation Agreement (Ocz Technology Group Inc)

Assignment; Binding Upon Successors and Assigns. Neither None of the parties hereto may assign any of its rights or obligations hereunder without the prior written consent of the other partyparties, which consent shall not be unreasonably withheld; provided, however, that Purchaser may assign its rights under this Agreement (a) to any majority-owned subsidiary of Purchaser, provided that Purchaser guarantees the obligations of such subsidiary hereunder or (b) to any successor of Purchaser through any merger or consolidation, or purchase of all or substantially all of Purchaser's ’s stock or all or substantially all of Purchaser's ’s assets. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Apogee Technology Inc), Indemnification Agreement (Apogee Technology Inc)

Assignment; Binding Upon Successors and Assigns. Neither None of the parties hereto may assign any of its rights or obligations hereunder without the prior written consent of the other partyparties, which consent shall not be unreasonably withheld; provided, however, that Purchaser Acquiror may assign its rights under this Agreement without Stockholders’ Agent’s consent (a) to any majority-owned (direct or indirect) subsidiary of PurchaserAcquiror, provided that Purchaser Acquiror guarantees the obligations of such subsidiary hereunder or hereunder, (b) to any successor of Purchaser Acquiror through any merger or consolidation, consolidation or purchase of all or substantially all of Purchaser's Acquiror’s stock or all or substantially all of Purchaser's Acquiror’s assets, or (c) to any subsidiaries thereof. Any purported assignment, unless so consented to or permitted as provided herein, shall be void and without effect. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adventrx Pharmaceuticals Inc)

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Assignment; Binding Upon Successors and Assigns. Neither of the parties hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that (a) Purchaser may assign its rights under this Agreement (ai) to any majority-owned subsidiary of Purchaser, provided that Purchaser guarantees the obligations of such subsidiary hereunder hereunder, or (bii) to any successor of Purchaser through any merger or consolidation, or purchase of all or substantially all of Purchaser's stock or all or substantially all of Purchaser's assets; and (b) subject to the provisions of Section 13.3 below, Seller may assign its rights under this Agreement to any successor of Seller through any merger or consolidation, or purchase of all or substantially all of Seller's stock or all or substantially all of Seller's assets. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Appears in 1 contract

Samples: Jni Corp

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