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. Neither 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 that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Optelecom-Nkf, 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. Neither 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 that the Buyer may assign some or all of its rightsright, interests and/or obligations hereunder title and interest in, to and under this Agreement to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidaffiliated entities.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus 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. Neither 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 provided, however, that the Buyer Parent may (i) assign some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (ii) designate one or more of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates to perform its obligations hereunder.

Appears in 4 contracts

Samples: Merger Agreement (Pervasive Software Inc), Agreement and Plan of Reorganization (Infospace Com Inc), Agreement and Plan of Reorganization (Nastech Pharmaceutical Co 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. Neither 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 that Buyer and the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidSeller.

Appears in 4 contracts

Samples: Stock Purchase Agreement (CastlePoint Holdings, Ltd.), Stock Purchase Agreement (Team Inc), Purchase and Sale Agreement (Icc 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 assignsherein. Neither No Party may shall have the right to assign either its rights or obligations under this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval consent of the other PartyParties hereto; provided provided, however, that the Buyer Partnership may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted make a collateral assignment in contravention of this provision shall be voidAgreement solely to secure financing for the Partnership and its subsidiaries.

Appears in 4 contracts

Samples: Operation and Management Services Agreement, Operation and Management Services Agreement, Operation and Management Services Agreement (Delek Logistics Partners, LP)

Succession and Assignment. This Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties, in whole or in part (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 upon, inure to the benefit of and be enforceable by the Parties named herein and their respective successors and permitted assigns. Neither Party may assign either Any purported assignment in violation of the provisions of this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidnull and void ab initio.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Hawkeye Systems, Inc.), Membership Interest Purchase Agreement (Pacific Ethanol, Inc.), Stock Purchase Agreement (Hawkeye Systems, 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 assignssuccessors. Neither Party 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 provided, however, that the Buyer may freely assign some its rights to another direct or all indirect wholly owned subsidiary of Parent without such prior written approval but no such assignment shall relieve Buyer or Parent of any of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidhereunder.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Us Unwired Inc), Agreement and Plan of Merger (Us Unwired 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. Neither 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 , except that the Buyer may freely assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of without consent the Buyer. Any attempted assignment in contravention benefit of this provision shall be voidAgreement or otherwise sell or transfer all the Shares to any fund or account managed by Axxxxxx Investment Management Limited.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Hungarian Telephone & Cable Corp), Purchase and Sale Agreement (Hungarian Telephone & Cable Corp), Purchase and Sale Agreement (Hungarian Telephone & Cable 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. Neither 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 some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (ii) designate one or more of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates to perform its obligations hereunder.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ariel Corp), Agreement and Plan of Merger (Clariti Telecommunications International LTD), Agreement and Plan of Merger (Century Electronics Manufacturing 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. Neither 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; provided provided, however, that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates shall be permitted without the prior written consent of the Buyer. Any attempted assignment in contravention of other Parties to assign its rights but not its obligations under this provision shall be voidAgreement to the lenders under the Debt Financing.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Daramic, LLC), Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Polypore 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. Neither 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 Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidand Seller.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Precigen, Inc.), Securities Purchase Agreement, Employment Agreement (Red White & Bloom Brands 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. Neither 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 that Buyer and the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidRequisite Sellers.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Neoprobe Corp), Stock Purchase Agreement (Eif Holdings Inc), Stock Purchase Agreement (Eif Holdings Inc)

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. Neither 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 that the Buyer may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl 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. Neither No Party may assign either this Agreement or any of its rights, interests, rights or delegate any of its performance obligations hereunder without the prior written approval of the other PartyParties; provided that the Buyer Transitory Subsidiary may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Buyer. Any attempted purported assignment of rights or delegation of performance obligations in contravention violation of this provision shall be Section 9.4 is void.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Opnet Technologies Inc), Agreement and Plan of Merger (Netezza Corp), Agreement and Plan of Merger (Brookdale Senior Living 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 assignssuccessors. Neither Party 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 provided, however, that the Buyer may freely assign some or all its rights to another wholly owned subsidiary of Parent without such prior written approval but no such assignment shall relieve Buyer of any of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidhereunder.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Peoples Choice Tv Corp), Agreement and Plan of Merger (Showpower 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. Neither No Party may assign either this Agreement or any of its rights, interests, rights or delegate any of its performance obligations hereunder without the prior written approval of the other PartyParties; provided that the Buyer may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Buyer. Any attempted purported assignment of rights or delegation of performance obligations in contravention violation of this provision shall be Section 9.4 is void.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Red Hat Inc), Agreement and Plan of Merger (Brooks Automation 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. Neither Party Seller nor Buyer may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Bsquare Corp /Wa), Asset Purchase Agreement (Bsquare Corp /Wa), Asset Purchase Agreement (Bsquare Corp /Wa)

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. Neither 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 that the Buyer may assign some this Agreement in connection with a transfer of all or substantially all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidassets and business.

Appears in 3 contracts

Samples: 1 Purchase Agreement (Certified Services Inc), Escrow Agreement (Certified Services Inc), Customer Assignment Agreement (Certified Services 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. Neither 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 that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be void.and Seller

Appears in 2 contracts

Samples: Acquisition Agreement (Nitches Inc), Acquisition Agreement (Nitches 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. Neither 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 some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (ii) designate one or more of the Buyer. Any attempted its Affiliates to perform its obligations hereunder, but no such assignment in contravention shall relieve Buyer of this provision shall be voidany of its obligations hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Accuray Inc), Asset Purchase Agreement (American Science & Engineering 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 assignssuccessors. Neither Party 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 parties, except that the Buyer Parent and Merger Sub may assign some any or all of its respective rights, interests and/or or obligations hereunder to one or more of its Affiliates without the consent of the Buyer. Any attempted Company, provided, that no such assignment in contravention shall relieve Parent or Merger Sub, as the case may be, from any of this provision shall be voidits obligations hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Edelman Financial Group Inc.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)

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. Neither 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 provided, that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates wholly-owned Subsidiaries of the Buyer. Any attempted assignment in contravention of ; provided, further, that the Buyer shall remain liable under this provision shall be voidAgreement if it makes such an assignment.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lionbridge Technologies Inc /De/), Agreement and Plan of Merger (Bowne & Co 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. Neither 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 that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tenera Inc), Agreement and Plan of Merger (Emerson Electric 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. Neither No Party may sell, assign or otherwise transfer or have a third party secure a present or future interest in either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided that the Buyer may assign some or all of its rightsthe Purchaser, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidCompany and the Selling Parties.

Appears in 2 contracts

Samples: Agreement (SportsQuest, Inc.), Agreement (Domark 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. Neither 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; Parties. Notwithstanding the foregoing, the Buyer may assign its rights and obligations hereunder to a subsidiary of the Buyer, provided that the Buyer may assign some or all also remains liable for the discharge of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidsuch obligations.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Entrust Inc), Stock Purchase Agreement (Entrust 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. Neither 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 some any or all of its rights, rights and interests and/or obligations hereunder to one or more Affiliates wholly-owned subsidiaries and (ii) designate one or more of the Buyer. Any attempted assignment in contravention of this provision shall be voidits wholly-owned subsidiaries to perform its obligations hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cholestech Corporation), Asset Purchase Agreement (Cholestech Corporation)

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. Neither 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 that Buyer Representative and the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidSeller Representative.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sunrise Usa Inc), Stock Purchase Agreement (Sunrise Usa 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. Neither 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 adversely affected by such assignment; provided provided, however, that the Buyer any Investor may assign some any or all of its rights, rights and interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates.

Appears in 2 contracts

Samples: Securities Escrow Agreement (China Golf Group, Inc.), Escrow Agreement (Deli Solar (USA), 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. Neither 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 Party; Parties. Notwithstanding the foregoing, Purchaser may assign its rights under this Agreement on or before the Closing Date to an Affiliate or wholly owned Subsidiary in its sole and absolute discretion, provided that the Buyer may assign some or all such assignment shall not relieve Purchaser of any of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidhereunder.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (GTJ REIT, Inc.), Asset Sale and Purchase Agreement (GTJ REIT, 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. Neither Party may assign either ; provided, however, that neither this Agreement or nor any of its the rights, interests, interests or obligations of such party hereunder shall be assigned or delegated by such party without the prior written approval consent of the other Party; provided that parties, which consent may be withheld in the Buyer may assign some or all sole discretion of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidsuch other parties.

Appears in 2 contracts

Samples: Investment Agreement (The9 LTD), Share Purchase Agreement (Korea Thrunet Co LTD)

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. Neither 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 that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision and Seller (which approval shall not be voidunreasonably withheld).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Husker Ag LLC), Membership Interest Purchase Agreement (US BioEnergy 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. Neither Party No Holder may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidCompany.

Appears in 2 contracts

Samples: Exchange Agreement (Connecture Inc), Exchange Agreement (Connecture Inc)

Succession and Assignment. This Agreement shall be binding upon upon, and inure to the benefit of of, the Parties named herein and their respective successors and permitted assigns. Neither Party may assign either this Agreement or any of its the rights, interests, interests or obligations hereunder without the prior written approval of the other Party; provided provided, however, that the Buyer Purchaser may assign some any or all of its rights, interests and/or or obligations hereunder under this Agreement to one or more of its Affiliates (in any or all of which cases Purchaser nonetheless shall remain responsible to Seller for the Buyer. Any attempted assignment in contravention performance of all of its obligations under this provision shall be voidAgreement).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Benson Hill, Inc.), Membership Interest Purchase Agreement (Benson Hill, 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. Neither 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 provided, however, that the Buyer may assign some or all this Agreement and any of its rights, interests and/or and obligations hereunder to one or more Affiliates without the approval of any other Party. The restriction on assignment shall not operate as a limitation on Reserves’ right to be substituted as the Buyer. Any attempted assignment buyer under this Agreement as provided in contravention of this provision shall be voidSection 2.5 hereof.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Foresight Energy LP)

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. Neither 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 may: (i) assign some any or all of its rights, rights and interests and/or obligations hereunder to one ten or more of its Affiliates; and (ii) designate ten or more of its Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidto perform its obligations hereunder.

Appears in 2 contracts

Samples: Agreement for the Purchase and Sale (Eworld Interactive, Inc.), Agreement for the Purchase and Sale

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of and be binding upon the Parties parties named herein and their respective successors (including, without limitation, successors by operation of law) and permitted assigns. Neither Party No party may assign either this Agreement or any of its rights, interests, or obligations hereunder hereunder, except to a wholly-owned subsidiary, without the prior written approval consent of the other Party; provided that the Buyer may assign some or all of its rightsparty, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision which shall not be voidunreasonably withheld.

Appears in 2 contracts

Samples: Stock Purchase Agreement (O Ray Holdings Inc), Stock Purchase Agreement (Bec Group 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. Neither Party 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 that the Buyer Company may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates of in the Buyer. Any attempted assignment in contravention of this provision shall be voidevent it consummates a merger, acquisition and/or sale.

Appears in 2 contracts

Samples: Share Exchange Agreement (Pineapple Express, Inc.), Share Exchange Agreement (Content Checked 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. Neither No Party may assign either this Agreement or any of its such Party's rights, interests, interests or obligations hereunder without the prior written approval of the other Party; provided provided, however that the Buyer may (1) assign some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (2) designate one or more of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates to perform its obligations hereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Seaena Inc.), Membership Interest Purchase Agreement (Crystalix Group 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. Neither 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 , except that the Buyer may assign some or all of its rights, interests and/or obligations rights hereunder to one or more Affiliates any wholly owned subsidiary of the Buyer. Any attempted , provided that no such assignment in contravention shall relieve the Buyer of this provision shall be voidany of its liabilities or obligations hereunder.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Midcoast Energy Resources Inc), Purchase and Sale Agreement (Midcoast Energy 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. Neither 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 that the Buyer may assign some all or all any portion of its rights, interests and/or obligations hereunder to one or more Affiliates wholly owned subsidiaries of the Buyer. Any attempted assignment , provided that the Buyer remains primarily liable therefor, and the Buyer may assign or grant a security interest to its lender in contravention of its rights in this provision shall be voidAgreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (McMS Inc /De/), Asset Purchase Agreement (Plexus 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. Neither 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 Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidand Seller Representative.

Appears in 2 contracts

Samples: Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.)

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. Neither Party 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 PartyPurchasers and FDC; provided provided, however, that the Buyer Purchasers may (i) assign some any or all of its rights, their rights and interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention their affiliates and (ii) designate one or more of this provision shall be voidtheir affiliates to perform their obligations hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Factual Data Corp), Share Purchase Agreement (Continental Illinois Venture 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. Neither 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 provided, however, that the Buyer Seller may (i) assign some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (ii) designate one or more of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates to perform its obligations hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Polarityte, Inc.), Purchase and Sale Agreement (Polarityte, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their its respective successors and permitted assigns. Neither 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 any Buyer may assign some this Agreement to any subsidiary or Affiliate of such Buyer without the consent of Seller; and provided further that any such assignment shall not release such Buyer from its obligations hereunder. Any such assuming subsidiary, Affiliate shall agree in writing to be bound by all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention terms and conditions of this provision shall be voidAgreement.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Ariba Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective personal representatives, heirs, successors and permitted assigns. Neither No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval consent of the each other Party; provided that the Buyer may assign some any or all of its rights, interests and/or or obligations hereunder to one or more of its Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidwithout such prior consent, so long as Buyer still remains responsible for such obligations thereafter.

Appears in 2 contracts

Samples: Share Purchase Agreement (Quinstreet, Inc), Share Purchase Agreement

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. Neither Party 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 provided, however, that Purchaser may freely assign its rights to purchase Shares in the Buyer may assign some or all Offer to another wholly owned subsidiary of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidParent without such prior written approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Howmet International Inc), Agreement and Plan of Merger (Alcoa 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. Neither Party No 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 provided, however, that the Buyer each Investor may assign some or all of its rights, rights and interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidany Permitted Transferees.

Appears in 2 contracts

Samples: Exchange Agreement (Intercept Inc), Stock Purchase Agreement (Intercept 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. Neither 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 , except that the Buyer may assign some this Agreement, or all of its rightsspecific rights hereunder, interests and/or obligations hereunder to one or more Affiliates any Affiliate, and that upon consummation of the Buyer. Any attempted assignment in contravention of this provision shall transactions contemplated hereby, the Buyer may assign the rights obtained hereunder without restriction (other than restrictions to which such rights may be voidsubject pursuant to their terms).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pacific Gateway Exchange Inc), Asset Purchase Agreement (Pacific Gateway Exchange 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. Neither Party may assign either this Agreement nor any right, interest or obligation hereunder may be assigned by any of its rights, interests, or obligations hereunder Party without the prior written approval consent of the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder and any attempt to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall do so will be void, except for assignments and transfers by operation of Law. Subject to this Section 5(h), this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (USD Partners LP), Agreement (USD Partners LP)

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. Neither 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 Parties except that the Buyer may assign some or its interest hereunder, without the consent of the other Parties hereto, to any Affiliate of the Buyer, in which case the Buyer shall remain liable for all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of under this provision shall be voidAgreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Montpelier Re Holdings LTD)

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. Neither 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 provided, however, that the Buyer may assign some any or all of its rights, rights and interests and/or obligations (but not its obligations) hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidWangs.

Appears in 2 contracts

Samples: Note Purchase Agreement (Alpharma Inc), Final Execution Copy Note Purchase Agreement Note Purchase Agreement (Alpharma 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. Neither 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 the Buyer Seller may assign some or all of its rights, interests and/or obligations hereunder this Agreement to one or more Affiliates of its affiliates without the prior written approval of Buyer, but no such assignment shall relieve Seller of its obligations hereunder. Any attempted purported assignment in contravention violation of this provision Section 8.5 shall be void. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Peco Ii Inc), Asset Purchase Agreement (Peco Ii 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. Neither 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 Party; provided that Buyer and the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidSeller.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Blue Atelier Inc.), Stock Purchase Agreement (Eworld Interactive, 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. Neither 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 without the consent of Sellers (i) assign some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (ii) designate one or more of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates to perform its obligations hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Professional Diversity Network, Inc.), Asset Purchase Agreement (Professional Diversity Network, 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. Neither 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 that Buyer and the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidRequisite Seller.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Evolution Resources, Inc.), Stock Purchase Agreement (Evolution Resources, Inc.)

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. Neither Party No party hereto may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of, in the case of assignment by Company or any Principal Shareholder, Purchaser, and, in the other Party; provided that the Buyer may assign some or all case of its rightsassignment by Purchaser, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidCompany.

Appears in 2 contracts

Samples: Voting and Support Agreement (Wintrust Financial Corp), Voting and Support Agreement (Macatawa Bank Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors successors, assigns, distributees, heirs, and permitted assignsgrantors of any revocable trusts of a Party hereto. Neither No Party may assign either this Agreement or any of its or his rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided that the Buyer provided, however, OREX may assign some or all this Agreement to their Affiliates as part of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voida corporate restructuring.

Appears in 2 contracts

Samples: Merger Agreement and Plan of Reorganization (Orex Corp), Merger Agreement and Plan of Reorganization (Orex 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. Neither 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 that the Buyer may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Buyer. Any attempted Buyer without the prior written approval of the other Parties provided further that in the event of any such assignment in contravention the Buyer remains primarily liable for all of the obligations and liabilities under this provision shall be voidAgreement.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Medicines Co /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. Neither No Party may sell, assign or otherwise transfer or have a third party secure a present or future direct or indirect interest in either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided that the Buyer may assign some or all of its rightsthe Purchaser, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidCompany and the Selling Parties.

Appears in 2 contracts

Samples: Agreement (Air Brook Airport Express Inc), Agreement (DoMar Exotic Furnishings 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 assignssuccessors. Neither Party 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 provided, however, that the Buyer may freely assign some or all its rights to another wholly owned subsidiary of the Parent without such prior written approval but no such assignment shall relieve the Buyer of any of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidhereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Parcel Service Inc), Agreement and Plan of Merger (Fritz Companies 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. Neither Party 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 that parties. Notwithstanding the Buyer foregoing, Purchaser may assign some its rights hereunder to an Affiliate or to any successor to substantially all of its rights, interests and/or obligations hereunder business and may collaterally assign its rights with respect to one or more Affiliates of this Agreement and the Buyer. Any attempted assignment in contravention of this provision shall be voidtransactions contemplated herein to its lender(s).

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Installed Building Products, 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. Neither 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 some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder, but no such assignment shall relieve the Buyer. Any attempted assignment in contravention Buyer of this provision shall be voidany of its obligations hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (First Avenue Networks Inc), Asset Purchase Agreement (First Avenue Networks 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. Neither No Party hereto may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval approval, in the case of the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of assignment by the Buyer. Any attempted , by the Company, and, in the case of assignment in contravention of this provision shall be voidby the Company, the Buyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (1847 Holdings LLC)

Succession and Assignment. This Agreement shall be binding upon and inure solely to the benefit of the Parties named herein and their respective successors and permitted assigns. Neither Party may assign either this Agreement or any of its nor the rights, interests, interests or obligations hereunder may be assigned by any Party, in whole or in part, without the prior written approval of Buyer and the other Party; provided Seller, except that the Buyer or Seller may assign some or all of its rights, interests and/or obligations hereunder this Agreement to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidan Affiliate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Saker Aviation Services, 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. Neither 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 other than the Escrow Agent; provided provided, however, that the Buyer Parent may (i) assign some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (ii) designate one or more of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates to perform its obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Infospace Com 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. Neither 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 Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidand Stockholders Representative.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fpic Insurance 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. Neither 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 without such written approval the Buyer may may: (i) assign some any or all of its rights, interests and/or obligations rights and interest hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidPersons, and (ii) designate one or more Persons to perform its obligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neuromedical Systems 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. Neither 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 without such written approval the Buyer may (i) assign some any or all of its rights, interests and/or obligations rights and interest hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidPersons and (ii) designate one or more Persons to perform its obligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Neuromedical Systems Inc)

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. Neither No Party may assign assign, by operation of law or otherwise, 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 provided, however, that the Buyer Parties may (i) assign some any or all of its rights, rights and interests and/or obligations hereunder under this Agreement to one or more Affiliates of the Buyer. Any attempted assignment their Affiliates, and (ii) grant a security interest in contravention of this provision shall be voidtheir rights herein to any lenders (including Lender) or their Affiliates.

Appears in 1 contract

Samples: Agreement Regarding Killington Resort And (American Skiing Co /Me)

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. Neither No Party hereto may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval approval, in the case of the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of assignment by the Buyer. Any attempted , by the Sellers, and, in the case of assignment in contravention of this provision shall be voidby the Sellers or the Companies, the Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (1847 Holdings LLC)

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. Neither Party No party hereto may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval approval, in the case of the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of assignment by the Buyer. Any attempted , by the Seller Parties, and, in the case of assignment in contravention of this provision shall be voidby the Seller Parties or the Company, the Buyer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Smart for Life, 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. Neither 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 that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention Buyer with the prior consent of this provision Seller, which consent shall not be voidunreasonably withheld.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bio Imaging 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. Neither 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 provided, however, that the Buyer may assign some or all of its rights, interests and/or rights and obligations hereunder to one CWS or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidany affiliate thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Casella Waste Systems 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. Neither Party 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 Partyparty; provided that the provided, however, Seller may assign its rights, or Buyer may assign some or all of its rightsrights and obligations, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voida wholly-owned subsidiary.

Appears in 1 contract

Samples: Escrow Agreement (Bancorp, 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. Neither 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 provided, however, that the Buyer may assign some or all of its rights, interests and/or rights and obligations hereunder to one CWS or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be void.any affiliate thereof

Appears in 1 contract

Samples: Reorganization Agreement (Casella Waste Systems 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, including any subsequently appointed chapter 11 or chapter 7 trustee of Seller. Neither No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval consent of the each other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any and any attempted assignment in contravention violation of this provision sentence shall be null and void.

Appears in 1 contract

Samples: Asset Purchase Agreement

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. Neither Party 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 that parties. Notwithstanding the Buyer foregoing, the Purchaser may assign some or all of its rights, interests and/or obligations rights hereunder to one or more Affiliates of an Affiliate and may collaterally assign its rights with respect to this Agreement and the Buyer. Any attempted assignment in contravention of this provision shall be voidtransactions contemplated herein to its lender(s).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Installed Building Products, 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. Neither 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 that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 1 contract

Samples: Asset Purchase Agreement (Momenta 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. Neither No Party may assign either this Agreement or any of its such Parties' rights, interests, or obligations hereunder without the prior written approval of At Home Holdings and the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidShareholders.

Appears in 1 contract

Samples: Stock Exchange Agreement (Dover Petroleum 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. Neither Party may assign either this Agreement nor any right, interest or obligation hereunder may be assigned by any of its rights, interests, or obligations hereunder Party without the prior written approval consent of the other Party; provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder and any attempt to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall do so will be void, except for assignments and transfers by operation of Law. Subject to this Section 6(g), this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (USD Partners LP)

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. Neither 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 that Buyer, the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of Company and the Buyer. Any attempted assignment in contravention of this provision shall be voidShareholder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sos Staffing Services 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. Neither Party No party may assign either this Agreement or any of his, her or its rights, interests, interests or obligations hereunder without the prior written approval of the other Partyparties; provided that the Buyer may assign some its rights hereunder to an Affiliate or to any successor to substantially all of its rights, interests and/or obligations hereunder respective businesses and may collaterally assign its rights with respect to one or more Affiliates of this Agreement and the Buyer. Any attempted assignment in contravention of this provision shall be voidContemplated Transactions to their lender(s).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (CRAWFORD UNITED 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. Neither 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 that Buyer and the Buyer may assign some or all of its rights, interests and/or obligations hereunder to one or more Affiliates of the BuyerSeller Entities. Any attempted assignment in contravention of this provision shall be void.(e)

Appears in 1 contract

Samples: Securities 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. Neither 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 Parties, except that the a Buyer may assign some or all of its rights, interests and/or obligations rights hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision an Affiliate, provided that such Buyer shall continue to be voidresponsible and liable for its obligations hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Teppco Partners Lp)

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. Neither 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 other than the Escrow Agent; provided provided, however, that the Buyer Parent may assign some any or all of its rights, rights and interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Infospace 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. Neither 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; , except that SurModics may assign or transfer its rights or interests under this Agreement to any of its Subsidiaries without the prior consent of the Sellers (provided that the Buyer may assign some no such assignment or all transfer will relieve SurModics of any of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of under this provision shall be voidAgreement).

Appears in 1 contract

Samples: Share Purchase Agreement (Surmodics 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. Neither 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 Partyparty; provided provided, that the Buyer may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates any Affiliate of the Buyer. Any attempted assignment Buyer or to its financing sources, as security for any obligations arising in contravention connection with its financing, without, in either case, the prior written consent of this provision shall be voidthe Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Laclede 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, including without limitation heirs, representatives and successors by operation of law. Neither 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 that the Buyer Transitory Subsidiary may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otg Software 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. Neither 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 provided, however, that the Buyer ISSI may (i) assign some any or all of its rights, rights and interests and/or obligations hereunder to one or more of its Affiliates and (ii) designate one or more of the Buyer. Any attempted assignment in contravention of this provision shall be voidits Affiliates to perform its obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Integrated Silicon Solution 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. Neither No Party may assign either this Agreement or any of its their rights, interests, or obligations hereunder without the prior written approval of the other Party; provided that Purchaser or the Buyer may assign some or all of its rightsSeller, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidas applicable.

Appears in 1 contract

Samples: Stock Purchase Agreement (UHF 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. Neither 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 that the Parent or the Buyer may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Parent or the Buyer. Any attempted ; provided, further that if such assignment in contravention takes place, the Parent will continue to be liable jointly and severally with such assignee for all of this provision shall be voidits obligations hereunder.

Appears in 1 contract

Samples: Arrangement Agreement (Analogic 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. Neither 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 Parties provided, however, that the Buyer either Purchaser or Merger Sub (or both) may assign some or all of its rights, interests and/or obligations rights hereunder to one or more Affiliates a wholly-owned Subsidiary of Purchaser; and, provided, that nothing shall relieve the Buyer. Any attempted assignment in contravention of this provision shall be voidassignor from its obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Armor 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. Neither 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 , except that the Buyer may assign some or all any of its rightsrights under this Agreement (including the right to purchase the Target Shares), interests and/or obligations hereunder in whole or in part, to one or more any of its Affiliates without obtaining the approval of the Buyer. Any attempted Seller; provided that any such assignment in contravention shall not relieve the Buyer of this provision shall be voidits obligations hereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (GMM Capital LLC)

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. Neither Except as set forth in Section 8.5 hereof, 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; Parties. Notwithstanding the foregoing, the Buyer may assign its rights and obligations hereunder to a subsidiary of the Buyer, provided that the Buyer may assign some or all also remains liable for the discharge of its rights, interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidsuch obligations.

Appears in 1 contract

Samples: Stock Purchase Agreement (Epresence 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. Neither 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 that after the Closing no such consent shall be required for such an assignment by the Buyer may assign some to a purchaser of all or substantially all of its rights, interests and/or obligations hereunder the business of the Buyer or to one or more Affiliates an affiliated entity of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Telecommunication Data Systems 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. Neither 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; Parties, provided that the Buyer may assign some or all of its rights, interests and/or obligations hereunder under this Agreement to one or more Affiliates an Affiliate of the Buyer. Any attempted assignment in contravention of this provision shall be voidBuyer by notice to the Company and the Company Stockholders.

Appears in 1 contract

Samples: Employment Agreement (Renaissance Solutions 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. Neither Except as set forth in Sections 4.3(e)(iii) and 7.6, 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 that the Buyer Transitory Subsidiary may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edison Schools 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. Neither 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 that the Buyer Transitory Subsidiary may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Buyer. Any attempted assignment in contravention of this provision shall be void.

Appears in 1 contract

Samples: Escrow Agreement (Brooks Automation 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. Neither No Party may assign either this Agreement or any of its rights, interests, rights or obligations hereunder without the prior written approval consent of the other Party; provided that the Buyer any Seller may assign some or otherwise grant a security interest in all of its rights, rights and interests and/or obligations hereunder to one or more Affiliates of the Buyer. Any attempted assignment in contravention of this provision shall be voidits lenders.

Appears in 1 contract

Samples: Securities Purchase Agreement (Global Power Equipment 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. Neither No Party may assign either this Agreement or any of its rights, interests, rights or delegate any of its performance obligations hereunder without the prior written approval of the other PartyParties; provided that the Buyer Subsidiary may assign some or all of its rights, interests and/or and obligations hereunder to one or more Affiliates an Affiliate of the Buyer. Any attempted purported assignment of rights or delegation of performance obligations in contravention violation of this provision shall be Section 10.4 is void.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cognizant Technology Solutions Corp)

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