Common use of Succession and Assignment Clause in Contracts

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 41 contracts

Samples: Asset Purchase Agreement (Solar Integrated Roofing Corp.), Asset Purchase Agreement (Solar Integrated Roofing Corp.), Asset Purchase Agreement (Solar Integrated Roofing Corp.)

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Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 31 contracts

Samples: Asset Purchase Agreement, Stock Purchase Agreement (Video Display Corp), Stock Purchase Agreement (Video Display Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 15 contracts

Samples: Membership Interest Purchase Agreement (Issuer Direct Corp), Stock Purchase Agreement (Issuer Direct Corp), Stock Purchase Agreement (Issuer Direct Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; providedPROVIDED, howeverHOWEVER, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 14 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Freedom Surf Inc), Asset Purchase Agreement (Freedom Surf Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 12 contracts

Samples: Stock Purchase Agreement (WellTek Inc), Stock Purchase Agreement (Segmentz Inc), Stock Purchase Agreement

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, provided however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 9 contracts

Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 8 contracts

Samples: Stock Purchase Agreement (Hecla Mining Co/De/), Stock Purchase Agreement (Healthtronics, Inc.), Stock for Stock Exchange Agreement (Intac International Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; providedParty hereto (such approval not to be unreasonably withheld, however, that Buyer may (i) assign condition or delayed in the case of any proposed assignment by a Party of any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates Affiliates, subject to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain such Party's remaining fully responsible for the performance of all of its obligations hereunder).

Appears in 7 contracts

Samples: Stock Purchase Agreement (Ariel Way Inc), Stock Purchase Agreement (Ariel Way Inc), Stock Purchase Agreement (Ariel Way Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 6 contracts

Samples: Stock Exchange Agreement (Caneum Inc), Agreement to Purchase Stock (Caneum Inc), Agreement to Purchase Stock (Caneum Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 5 contracts

Samples: Asset Purchase Agreement (Dutch Gold Resources Inc), Asset Purchase Agreement (Aultra Gold Inc.), Asset Purchase Agreement (Dutch Gold Resources Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 5 contracts

Samples: Stock Purchase Agreement (Investors Title Co), Business Sale and Membership Interest (Penford Corp), Business Sale and Membership Interest (Penford Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyPurchaser and the Seller; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 5 contracts

Samples: Stock Purchase Agreement (Seafield Capital Corp), Asset Purchase Agreement (Response Oncology Inc), Stock Purchase Agreement (Response Oncology Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 5 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Presidential Life Corp), Stock Purchase Agreement (Solo Cup CO)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 5 contracts

Samples: Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates, and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 4 contracts

Samples: Stock Purchase Agreement (Pretzel Time Inc), Stock Purchase Agreement (Fields MRS Original Cookies Inc), Stock Purchase Agreement (Pretzel Time Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the each other Party; provided, however, that either the Parent or the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases Buyer the assigning Party nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Roper Industries Inc /De/), Agreement and Plan of Merger (Roper Industries Inc /De/), Asset Purchase Agreement (Roper Industries Inc /De/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 4 contracts

Samples: Offer and Acquisition Agreement (Compx International Inc), Asset Purchase Agreement (Worksafe Industrial Inc), Agreement and Plan of Merger (Roper Industries Inc /De/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 4 contracts

Samples: Asset Purchase Agreement (Nautilus, Inc.), Schwinn Asset Purchase Agreement (Nautilus, Inc.), Stairmaster Asset Purchase Agreement (Nautilus, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assignsassigns and heirs. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer any Party may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the assigning Party nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 4 contracts

Samples: Stock Purchase Agreement (Icommerce Group Inc), Stock Purchase Agreement (Icommerce Group Inc), Stock Purchase Agreement (Icommerce Group Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer any Investor may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless the Investor shall no longer remain responsible for the performance of all of its obligations hereunder).

Appears in 4 contracts

Samples: Stock Exchange Agreement (Brightstar Information Technology Group Inc), Heller Stock Purchase Agreement (Parallel Technologies Inc), Stock Purchase Agreement (Parallel Technologies Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Partyhereunder; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Glacier Corp), Purchase and Sale Agreement (Crosspoint Foods Corp), Purchase and Sale Agreement (Ashcroft Homes Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and BHB; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).,

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Celestica Inc), Share Purchase Agreement (Heckmann CORP), Agreement (Modacad Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors successors, legal representatives and permitted assigns. No Party may assign either this Agreement or any of its rightsrights or delegate any of its obligations under this Agreement, interestsby operation of Law or otherwise, or obligations hereunder without the prior written approval consent of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 3 contracts

Samples: Purchase Agreement, Purchase Agreement (Wolverine World Wide Inc /De/), Purchase Agreement (Wolverine World Wide Inc /De/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Caneum Inc), Stock Purchase Agreement (Childrens Comprehensive Services Inc), Stock Purchase Agreement (Argosy Education Group Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit benefits of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparty; provided, however, that Buyer the Acquiror may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all either of which cases Buyer case the Acquiror nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Share Exchange Agreement (Access Health Alternatives Inc), Share Exchange Agreement (Access Health Alternatives Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, provided that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any lender providing financing for the transactions contemplated hereby as security (including any refinancings thereof), and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Purchase Agreement (Seneca Foods Corp /Ny/), Purchase Agreement (Seneca Foods Corp /Ny/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective respective, personal representatives, executors, heirs, legatees, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and/or to a subsequent purchaser of the Business being acquired and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aqua Chem Inc), Asset Purchase Agreement (Aqua Chem Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sunbelt Automotive Group Inc), Stock Purchase Agreement (Sunbelt Automotive Group Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of Team and the other PartySellers; provided, however, that Buyer Team may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Team nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Manuel E Patrick), Stock Restriction Agreement (Team Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Glacier Corp), Stock Purchase Agreement (Glacier Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparties hereto; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Assumption Agreement (Graymark Healthcare, Inc.), Assumption Agreement (Graymark Healthcare, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; , provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (RCF Inc), Asset Purchase Agreement (Powercerv Corp)

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written approval of the other PartyParent and the Requisite Stockholders; provided, however, that Buyer the Parent may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Parent nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Merger Agreement (Radio One Inc), Merger Agreement (Radio One Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Petroleum Place Inc), Asset Purchase Agreement (Petroleum Place Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Officeland Inc), Exhibit 2 Stock Purchase Agreement (Officeland Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyInvestor and Sellers; provided, however, that Buyer Investor may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Investor nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wireless Cable & Communications Inc), Stock Purchase Agreement (Wireless Cable & Communications Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder under this Agreement to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Belden Inc), Asset Purchase Agreement (Belden Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparty; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ameristar Casinos Inc), Asset Purchase Agreement (Windsor Woodmont Black Hawk Resort Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; Party provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Time America Inc), Asset Purchase Agreement (Cambium Learning Group, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party, not to be unreasonably withheld; provided, however, that Buyer may or Seller may, without the consent of the other Party, but upon written notice (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Strategic Supply Agreement (Viropharma Inc), Strategic Supply Agreement (Viropharma Inc)

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder under this Agreement without the prior written approval of the other Party; provided. Buyer, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (iib) designate one or more of its Affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases Buyer nonetheless shall will remain responsible for the performance of all of its obligations hereunderobligations).

Appears in 2 contracts

Samples: Asset Purchase Agreement (CVSL Inc.), Asset Purchase Agreement (Intelligent Living Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (On Assignment Inc), Stock Purchase Agreement (Enzo Biochem Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interestsinterest, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests interest hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Primoris Services Corp), Agreement and Plan of Merger (Primoris Services CORP)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other Party; provided, provided however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers’ Agent; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and the Sellers; providedPROVIDED, howeverHOWEVER, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Assi Inc), Stock Purchase Agreement (Jacmar Companies)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer -------- ------- may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Penn Treaty American Corp), Stock Purchase Agreement (Penn Treaty American Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; providedPROVIDED, howeverHOWEVER, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Geokinetics Inc), Stock Purchase Agreement (Visual Data Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyHarnCo and Investor; provided, however, that Buyer any Party may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or financing sources and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the assigning Party nonetheless shall remain responsible for the performance of all of its obligations hereunder). Any attempted assignment made in violation of this Agreement shall be null and void.

Appears in 2 contracts

Samples: Recapitalization Agreement (MMH Holdings Inc), Recapitalization Agreement (Morris Material Handling Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may may: (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (Paragon Corporate Holdings Inc)

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder under this Agreement without the prior written approval of the other Party; provided. The Buyer, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (iib) designate one or more of its Affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases the Buyer nonetheless shall will remain responsible for the performance of all of its obligations hereunderobligations).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Innuity, Inc. /Ut/), Asset Purchase Agreement (Innuity, Inc. /Ut/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective representatives, successors and permitted assigns. No Party None of the parties hereto may assign either this Agreement or any of its the rights, interests, interests or obligations hereunder without the prior written approval of the other Partyparties; provided, however, that Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (BRC Holdings Inc), Purchase and Subscription Agreement (BRC Holdings Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Seller or Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Seller and Buyer nonetheless each shall remain responsible for the performance of all of its their obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Futureone Inc /Nv/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyHoldings and PlayStream; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its and such assignee's obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitalstream Holdings Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder under this Agreement without the prior written approval of the other Party; provided, however, that Buyer TIMET may (i) assign any or all of its rights and interests hereunder under this Agreement to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases Buyer TIMET nonetheless shall remain responsible for the performance of all of its obligations hereunderunder this Agreement).

Appears in 1 contract

Samples: Asset Purchase Agreement (Titanium Metals Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may without such approval (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Trudy Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer the Purchaser may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder without the Seller's prior written approval (in any or all of which cases Buyer (i) the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder and (ii) District Energy and Macquarie shall remain responsible for the performance of all their respective obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Macquarie Infrastructure Assets LLC)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparty; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Compudyne Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Other than as contemplated by this Agreement, no Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that that, subject to Section 1.8(e), Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Agreement and Plan of Merger (On Assignment Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that Buyer Adaptec may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates subsidiaries and (ii) designate one or more of its Affiliates subsidiaries to perform its obligations hereunder (in any or all of which cases Buyer Adaptec nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Adaptec Inc)

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Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).. (e)

Appears in 1 contract

Samples: HTM Asset Purchase Agreement Asset Purchase Agreement

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyAcquirer and the Sellers; provided, however, that Buyer the Acquirer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Acquirer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Fun Tyme Concepts Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Company; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Northland Cranberries Inc /Wi/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer any Party may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer such Party nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Alliance Agreement (Newpark Resources Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of Fonix, Buyer, the other PartyFunds and the Seller Representative; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Exchange Agreement (Fonix Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein in this Agreement and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder under this Agreement without the prior written approval of the other PartyParties; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder under this Agreement to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunderunder this Agreement).

Appears in 1 contract

Samples: Asset Purchase Agreement (Packard Bioscience Co)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Parent; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Limited Liability Company Interest (Collexis Holdings, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may may: (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases case the Buyer nonetheless shall remain responsible for and shall guaranty the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Aviation Sales Co)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Courier Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the relevant other PartyParty(ies); provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Casino Resource Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Except as otherwise provided herein, no Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (D & K Healthcare Resources Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cardiodynamics International Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rainbow Technologies Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and Seller Representative; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nexeon Medsystems Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Requisite Target Stockholders; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Agreement With Target Stockholders (Electronic Control Security Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval each of the other PartyParties; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Innovative Software Technologies Inc)

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that ----------------- Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of Buyer and the other PartyShareholders; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall will remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Streicher Mobile Fueling Inc)

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of Buyer and the other PartyMembers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall will remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Streicher Mobile Fueling Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Lason Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; providedPROVIDED, howeverHOWEVER, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (China Energy Resources Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, provided however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain primarily responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)

Succession and Assignment. This The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval consent of the other Party; Parties, provided, however, that Buyer the Series A+ Investor may (i) assign any or all of its their rights and interests hereunder to one or more of its their Affiliates and (ii) designate one or more of its their Affiliates to perform its all or certain of their obligations hereunder (in any or all of which cases Buyer nonetheless case the Series A+ Investor shall remain responsible liable for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Investment Agreement (CASI Pharmaceuticals, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder under this Agreement to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).. 10.4

Appears in 1 contract

Samples: Asset Purchase Agreement (Belden Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Teamstaff Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other Partyparty; provided, however, that Buyer may (i) without the consent of the other party, a party may assign any or all of its rights and interests hereunder to one delegate any or more of its Affiliates and (ii) designate one or more of its Affiliates to perform all its obligations hereunder (to any entity controlling, controlled by or under common control with such party, in any or all of which cases Buyer nonetheless event the assigning party shall remain responsible fully liable for the performance of all of its obligations hereunder).; and (ii) subject to Section 5.2, a successor in interest by merger, by operation of law, or by assignment, purchase or other acquisition of all or

Appears in 1 contract

Samples: Maintenance Agreement (Cray Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; , provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and to any financing institutions providing financing for the transactions contemplated hereunder and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Aas Capital Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of her or its rights, interests, or obligations hereunder without the prior written approval of the other PartyPurchaser and Seller; provided, however, that Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Rush Enterprises Inc \Tx\)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer, the Target and each of the Sellers; provided, however, that the Buyer and any Seller may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer such Party nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Phoenix Footwear Group Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Members; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer and Parent nonetheless shall remain responsible for the performance of all of its their respective obligations hereunder).

Appears in 1 contract

Samples: Membership Interest Purchase and Exchange Agreement

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of Team and the other PartyShareholder Representative; provided, however, that each of Team and the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases each Team and the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Team Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Holdings; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Merger Agreement (Spectrasite Holdings Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its such Party's rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Viasoft Inc /De/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer Emeritus may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Emeritus nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Purchase Agreement (Emeritus Corp\wa\)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein parties hereto and their respective successors and permitted assigns. No Party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparties hereto; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to a lender providing financing to the Buyer and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Securities Purchase Agreement (Townsquare Media, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Nelson Thomas Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other Party, which approval shall not be unreasonably withheld; provided, provided however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cocensys Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Quixote Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective heirs, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Asset Purchase Agreement (Aptus Corp)

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