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 Buyer or the Seller, as the case may be; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and (ii) designate one or more of its wholly-owned subsidiaries 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 5 contracts

Samples: Stock Purchase Agreement (Little Wing Partners L P), Registration Rights Agreement (Little Wing Partners L P), Stock Purchase Agreement (Milestone Scientific Inc/Nj)

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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 his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beRequisite Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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: Membership Interest Purchase Agreement (Nu Skin Enterprises Inc), Unit Purchase Agreement (Beckman Coulter Inc), Stock and Asset Purchase Agreement (Koala Corp /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 his, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or the Seller, as the case may beand Sellers; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one (1) or more of its wholly-owned subsidiaries Affiliates; and (ii) designate one (1) or more of its wholly-owned subsidiaries 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: Equity Interest Purchase Agreement (Grove, Inc.), Stock Purchase Agreement (Leafbuyer Technologies, Inc.), Stock Purchase Agreement (General Employment Enterprises 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 Buyer or the and Seller, as the case may be; provided, however, that the Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates in which it owns more than 51% of the voting equity, and (iib) designate one or more of its wholly-owned subsidiaries 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: Asset Purchase Agreement (Generex Biotechnology Corp), Asset Purchase Agreement (Generex Biotechnology Corp), Asset Purchase Agreement (Generex Biotechnology 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 Buyer or the Seller, as the case may beand Requisite Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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: Stock Purchase Agreement (Marquie Group, Inc.), Unit Purchase Agreement (Juhl Wind, Inc), Stock Purchase Agreement (Ultralife Batteries 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 his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may be; provided, however, that the Buyer may may, upon prior written notice (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and Affiliates, (ii) designate one or more of its wholly-owned subsidiaries 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)) and (iii) grant a security interest in respect of its rights hereunder to its lenders.

Appears in 3 contracts

Samples: Stock Purchase Agreement (B-Maven, Inc.), Stock Purchase Agreement (Fashion Net Inc), Stock Purchase Agreement (Lmi Aerospace 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 Buyer or the and Seller, as the case may be; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one (1) or more of its wholly-owned subsidiaries Affiliates; and (ii) designate one (1) or more of its wholly-owned subsidiaries 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 (XSport Global, Inc.), Stock Purchase Agreement (General Employment Enterprises 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 may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or Buyer, the Stockholder and the Seller, as the case may be; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and affiliates, (ii) designate one or more of its wholly-owned subsidiaries 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), and (iii) collaterally assign any or all of its rights and interests hereunder to one or more lenders of the Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Stran & Company, Inc.), Asset Purchase Agreement (Stran & Company, 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, heirs, Personal representatives 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 Buyer or the Seller, as the case may beand Sellers' Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Pantry Inc), Purchase Agreement (Pantry 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 his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beSellers; provided, however, that the Buyer may may, upon prior written notice (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and Affiliates, (ii) designate one or more of its wholly-owned subsidiaries 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)) and (iii) grant a security interest in respect of its rights hereunder to its lenders.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Growlife, Inc.), Stock Purchase Agreement (Jackson 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. 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 Buyer or Buyers and the Seller, as the case may be's Owner; provided, however, that the Buyer Buyers may (i) assign any or all of its their rights and interests hereunder to one or more of its wholly-owned subsidiaries their Affiliates and (ii) designate one or more of its wholly-owned subsidiaries their Affiliates to perform its their obligations hereunder (in any or all of which cases the Buyer Buyers nonetheless shall remain liable and responsible for the performance of all of its their obligations hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Escrow 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. 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 Buyer or the Seller, as the case may beother Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and (ii) designate one or more of its wholly-owned subsidiaries 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). This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Td Ameritrade Holding Corp), Stock Purchase Agreement (Td Ameritrade Holding 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 may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or Buyer, the Stockholders and the Seller, as the case may be; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and affiliates, (ii) designate one or more of its wholly-owned subsidiaries 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), and (iii) collaterally assign any or all of its rights and interests hereunder to one or more lenders of the Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (1847 Goedeker Inc.), Asset Purchase Agreement (1847 Holdings 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. 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 Buyer or Representative and the Seller, as the case may beSeller Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates or to any other designee, and (ii) designate one or more of its wholly-owned subsidiaries Affiliates or any other designee 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 their obligations hereunder).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International)

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 Buyer or the Sellerother Party, as the case may beand any attempt to make any such assignment without such consent shall be null and void; provided, however, that the Buyer may (i) assign this Agreement or any or all of its rights and rights, interests hereunder or obligations, in whole or in part, to one or more of its wholly-owned subsidiaries and (ii) designate one or more of its wholly-owned subsidiaries to perform its obligations hereunder (in any or all of which cases the subsidiaries, but Buyer nonetheless shall remain responsible for the performance jointly and severally liable with any such assignee(s) with respect to all obligations of all of its obligations Buyer hereunder).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Vivus 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 his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may be; provided, however, that the Buyer may may, upon prior written notice (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and Affiliates, (ii) designate one or more of its wholly-owned subsidiaries his Affiliates to perform its his obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its his obligations hereunder)) and (iii) grant a security interest in respect of its rights hereunder to his lenders.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (International Packaging & Logistics 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 Buyer or and the Seller, as the case may be; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (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 The Buyer, on the one hand, and the Sellers, on the other hand, may not assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the Buyer Sellers, on the one hand, or the SellerBuyer, as on the case may beother hand, respectively; provided, however, except that the Sellers or Buyer may (i) by notice to the other Parties assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and (ii) designate one or more of its wholly-owned subsidiaries to perform delegate its obligations hereunder (in whole or in part to any or all of which cases its Affiliates, provided that no such assignment shall relieve the Buyer nonetheless shall remain responsible for the performance of all delegating Party of its obligations hereunder).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Marathon Petroleum 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 Buyer or and the Seller, as the case may bewhich approval shall not be unreasonably withheld or delayed; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Aurelio Resource Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective heirs, personal representatives, successors and permitted assigns. No Party party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or the Seller, as the case may beother parties hereto; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates, and (ii) designate one or more of its wholly-owned subsidiaries 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: Purchase 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 Buyer or the Seller, as the case may beother Parties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates; (ii) Buyer may assign its right to purchase the Central Shares to ; and (iiiii) designate one or more of its wholly-owned subsidiaries 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: 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, her, or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or the Seller, as the case may beand SNIH Stockholders; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one (1) or more of its wholly-owned subsidiaries Affiliates; and (ii) designate one (1) or more of its wholly-owned subsidiaries 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 (GEE 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 Buyer or the Seller, as the case may beand Requisite Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 Exchange Agreement (Sequiam 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 Buyer or and the Seller, as the case may beRequisite Sellers; provided, however, that the ----------------- Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Intellisys 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. No Party party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Buyer or the Seller, as the case may beother party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries Affiliates to perform its obligations hereunder or may assign its rights and obligations hereunder to a successor of substantially all of the Acquired Assets (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 Exchange Agreement (Ibiz Technology 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 or delegate either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Buyer or the Sellerand Sellers, as the case may beand any such assignment that is not consented to shall be null and void; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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: Purchase Agreement (American Financial 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 Buyer and the Buyer or the Seller, as the case may beSellers’ Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Quality Distribution 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 Buyer or Buyers and the Seller, as the case may beSellers' Owner; provided, however, that the Buyer Buyers may (i) assign any or all of its their rights and interests hereunder to one or more of its wholly-owned subsidiaries their Affiliates and (ii) designate one or more of its wholly-owned subsidiaries their Affiliates to perform its their obligations hereunder (in any or all of which cases the Buyer Buyers nonetheless shall remain liable and responsible for the performance of all of its their obligations hereunder).

Appears in 1 contract

Samples: Escrow 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. 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 Buyer or and the Seller, as the case may beSellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries Affiliates to pay and perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible jointly and severally liable for the payment and performance of all of its the obligations of Buyer hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Southwest Water 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 Buyer or and the Seller, as the case may be; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates, or to one or more lenders for the Buyer or such affiliates, and (ii) designate one or more of its wholly-owned subsidiaries 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).. e.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Lynch 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 such Party's rights, interests, or obligations hereunder under this Agreement without the prior written approval of the Buyer or and the Seller, as the case may be; provided, however, that the Buyer may may, in its sole discretion, (i) assign ----------------- any or all of its rights and interests hereunder under this Agreement to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries Affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunderunder this Agreement).

Appears in 1 contract

Samples: Purchase Agreement (Luiginos 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 Buyer or Representative and the Seller, as the case may beSeller Representative; provided, however, that the Buyer Buyers may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates or to any other designee, and (ii) designate one or more of its wholly-owned subsidiaries Affiliates or any other designee to perform its obligations hereunder (in any or all of which cases the Buyer Buyers nonetheless shall remain responsible for the performance of all of its their obligations hereunder).

Appears in 1 contract

Samples: Private Stock Purchase Agreement (Galaxy Championship Wrestling 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 Buyer or the Seller, as the case may beand Requisite Controlling Shareholders; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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: Escrow Agreement (Isecuretrac 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, permitted assigns, heirs, executors, and administrators 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 Buyer or the Seller, as the case may be; provided, other Party provided however, that the Buyer may Purchaser may: (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries affiliates; and (ii) designate one or more of its wholly-owned subsidiaries affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder). Any purported assignment in violation of this § 13.5 shall be void and of no effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Optibase LTD)

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 Buyer or and the Seller, as the case may beSellers; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder under this Agreement to one or more of its wholly-owned subsidiaries affiliates; and (ii) designate one or more of its wholly-owned subsidiaries affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunderunder this Agreement).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Powerverde, 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 Buyer or the Xxxxx and Seller, as the case may be; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one (1) or more of its wholly-owned subsidiaries Affiliates; and (ii) designate one (1) or more of its wholly-owned subsidiaries 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: Equity Interest Purchase Agreement (Upexi, 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 his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beSeller Stockholder; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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: Source Information Management Co

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 his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or Buyer, the Stockholders and the Seller, as the case may be; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and affiliates, (ii) designate one or more of its wholly-owned subsidiaries 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), and (iii) collaterally assign any or all of its rights and interests hereunder to one or more lenders of the Buyer.

Appears in 1 contract

Samples: Credit Agreement (Healing 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. 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 Buyer or the Seller, as the case may beand Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries Affiliates to perform any or all of its obligations hereunder under this Agreement (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 parties named herein and their respective successors and permitted assigns. No Party Except as expressly set forth in this Agreement, no party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beSellers' Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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: Escrow Agreement (Greenman 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 Buyer or and the Seller, as the case may beSellers; provided, however, that the Buyer may (i) assign ----------------- any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Argosy Education 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 Buyer or and the Seller, as the case may beRequisite Sellers; provided, however, that the ----------------- Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Intellisys 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 Fonix, Buyer and the Buyer or the Seller, as the case may beSeller Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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: Exchange Agreement (Fonix 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 Buyer or and the Seller, as the case may beSellers' Agent; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Adaptec 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 Buyer or the Seller, as the case may beother Party; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries corporations controlling, controlled by or under common control with Buyer and (ii) designate one or more of its wholly-owned subsidiaries corporations controlling, controlled by or under common control with Buyer to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain no longer be responsible for the performance of all of its the obligations hereunderso assigned).

Appears in 1 contract

Samples: Asset Acquisition Agreement (Del Webb 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 Buyer or and the Seller, as the case may beSellers' Representative; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (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 The Buyer may assign its rights, interests and obligations hereunder to any wholly-owned subsidiary of the Buyer. Upon such assignment the assignee shall be deemed to be the "Buyer" for purposes of this Agreement, provided however, that notwithstanding such assignment the Buyer shall remain liable to the Seller for the performance of all of the obligations of the Buyer contained herein. Subject to the foregoing, no Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Buyer or the Seller, as the case may be; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and (ii) designate one or more of its wholly-owned subsidiaries 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)other Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intrinsix 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 his or her rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beRequisite Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Penn Engineering & Manufacturing 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, 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 Buyer or the Seller, as the case may beother Party; provided, however, that the each of Buyer and Seller may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer and Seller, as applicable, nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Appears in 1 contract

Samples: Interest 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, her or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beSellers' Agent; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Delias 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 Buyer and Seller (such approval not to be unreasonably withheld or the Seller, as the case may bedelayed); provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Poster Financial Group Inc)

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein Buyer, Seller and their respective successors and permitted assigns. No Party Neither Buyer nor Seller may assign either this Agreement or any of its their respective rights, interests, interests or obligations hereunder without the prior written approval of the Buyer or the Sellerother party hereto, as the case may be; provided, however, except that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries Affiliates to perform its obligations hereunder (hereunder; except that in any or all of which cases the event Buyer nonetheless shall remain responsible for the performance performance, by itself or its assignee, of all of its obligations hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Primex Technologies Inc)

Succession and Assignment. This Agreement and the Sellers' Ancillary Documents 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 his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beRequisite Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Axsys 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 successors, permitted assigns, heirs, executors, and administrators 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 Buyer or the Seller, as the case may beother Party; provided, provided however, that the Buyer may Purchaser may: (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries affiliates; and (ii) designate one or more of its wholly-owned subsidiaries affiliates to perform its obligations hereunder (in any or all of which cases the Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder). Any purported assignment in violation of this § ‎12.5 shall be void and of no effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Optibase 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. 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 Buyer or Parent, the Buyer, the Shareholder and the Seller, as the case may be; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and affiliates, (ii) designate one or more of its wholly-owned subsidiaries 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), and (iii) collaterally assign any or all of its rights and interests hereunder to one or more lenders of the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (ICTV Brands 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 his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beSelling Shareholders; provided, however, that the Buyer may may, upon prior written notice (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and Affiliates, (ii) designate one or more of its wholly-owned subsidiaries 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)) and (iii) grant a security interest in respect of its rights hereunder to its lenders.

Appears in 1 contract

Samples: Share Purchase Agreement (Protea Biosciences Group, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective (as applicable) heirs, legal representatives 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 Xxxxx and the Buyer or the Seller, as the case may beShareholder; provided, however, that the Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and affiliates; (iib) designate one or more of its wholly-owned subsidiaries 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); and (c) collaterally assign any or all of its rights and interests hereunder to one or more lenders of Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asset Entities 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 Buyer and the Buyer or the Seller, as the case may beShareholders; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates established in connection with or for the purpose of effecting the Offering, and (ii) designate one or more of its wholly-owned subsidiaries 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: Option and 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, interests or obligations hereunder without the prior written approval of the Buyer or and the Seller, as the case may beRepresentative; provided, however, that that, unless expressly prohibited hereunder, the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries Affiliates and (ii) designate one or more of its wholly-owned subsidiaries 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 (Generac Holdings Inc.)

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