Binding Effect; Assignment; Tax Withholding Sample Clauses

Binding Effect; Assignment; Tax Withholding. This Agreement and the other Loan Documents will be binding upon and inure to the benefit of Borrower and Lender, and their successors and assigns. Notwithstanding the foregoing, this Agreement and any and all of the rights and obligations of any party hereunder shall not be assigned, delegated, sold, transferred or otherwise disposed of, by operation of law or otherwise. Any attempted assignment, delegation, sale, transfer or other disposition in violation hereof shall be void. If, nevertheless, the rights to any payment due hereunder by Borrower to Lender shall be transferred by operation of law, by order of a court of competent jurisdiction or any other circumstances with respect to which it is determined that such transfer is not void, then such transfer may be effected only by delivery of a signed original of this Agreement to Borrower, who shall re-deliver such signed original to the transferee duly indorsed by Borrower to indicate the name and address of such transferee. Under no circumstances prior to maturity of all payment obligations due by Borrower to Lender hereunder may any such obligations ever be transferred to or held by any person by virtue of such person being the bearer of any document or instrument, including this Agreement, evidencing such obligations. Lender hereby covenants, and any subsequent transferee upon transfer of said payment obligation and as a condition to such transfer shall covenant, with Borrower to provide Borrower a completed United States Internal Revenue Service Form W-8 or W-9, as appropriate, (i) on or before the first payment made to Lender or any such transferee; (ii) on or before the first payment in the third calendar year following the calendar year in which such form was last provided by Lender or any such transferee, or more frequently if required by law as a condition to exemption from any form of withholding of tax; and (iii) within 30 days of any change in the information contained in an applicable form provided to Borrower hereunder. Lender (and any such transferee) agrees to indemnify Borrower for any tax, interest, or penalty loss imposed on Borrower in the event that any taxing authority determines that Borrower is or was required to withhold with respect to any payment made hereunder. However, the previous sentence shall not apply to any tax, interest or penalty imposed after Borrower has either been notified by any taxing authority that withholding is required, or after Lender (or such transferee) ...
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs

Related to Binding Effect; Assignment; Tax Withholding

  • 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; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

  • 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.

  • Binding Effect; Assignment; Severability This Schedule shall be binding on you, your employees, officers and agents. We may assign or delegate our rights and duties under this Schedule at any time without notice to you. Your rights under this Schedule may not be assigned without our prior written consent. In the event that any provision of this Schedule conflicts with the law under which this Schedule is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over you and us, such provision shall be deemed to be restated to effectuate as nearly as possible the purposes of the Schedule in accordance with applicable law. The remaining provisions of this Schedule and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

  • Binding Effect; Assignment; Third-Party Beneficiaries This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and any of their respective successors, personal representatives and permitted assigns who agree in writing to be bound by the terms hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Optionee without the prior written consent of the Company. In addition, each of the NMP Entities shall be a third party beneficiary of this Agreement and shall be entitled to enforce this Agreement. In connection with the transfer of any securities of the Company held by an NMP Entity, each NMP Entity shall be entitled to assign its rights hereunder to an Affiliate of such NMP Entity or a partner of such NMP Entity or Affiliate and, subject to such NMP Entities’ compliance with Section 3.3 of the Optionee Shareholders’ Agreement, if applicable, to a Third Party.

  • Assignment; Binding Effect; Benefit Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

  • Binding Effect; Assignment; No Third Party Benefit This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Except as provided in Section 8.5 and Article XI, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

  • Binding Effect; Assignability This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

  • 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.

  • Assignment and Binding Effect This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s heirs, executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of the Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by the Executive. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives.

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