Common use of Amendment, Parties in Interest, Assignment, Etc Clause in Contracts

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto. No party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. The parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties heretoparties. Nothing in this Agreement shall confer any rights upon any Person other than WSVC and WLDI and their respective heirs, legal representatives, successors and permitted assigns. No party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. The parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties Parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties Parties hereto. No party Party hereto shall assign this Agreement or any right, benefit or obligation hereunderhereunder without the consent of the other Party; provided, except however, that Acquisition Sub shall be entitled to assign, in its sole discretion, without the prior consent of the other Party (a) the Acquirer may assign any or all of its rights, interests and benefits or obligations hereunder to SCT or herein to any direct Affiliate and (b) that either Party hereto shall have the right to assign this Agreement to any successor of all or indirect wholly-owned subsidiary substantially all of SCTits business. Any term or provision of this Agreement may be waived at any time by the party Party entitled to the benefit thereof by a written instrument duly executed by such partyParty. The parties Parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may ----------------------------------------------- be amended, modified or supplemented only by a written instrument duly executed by each of the parties heretoParties. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties heretoParties. Nothing in this Agreement shall confer any rights upon any Person other than the Parties and their respective heirs, legal representatives, successors and permitted assigns, except as provided in Section 11. No party hereto Party shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party Party entitled to the benefit thereof by a written instrument duly executed by such party. The parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the TransactionsParty.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto. No party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except hereunder save that Acquisition Sub the Buyer and/or Pamarco shall be entitled to assign, in its sole discretion, assign any of their rights or all of its rights, interests and obligations benefits hereunder to SCT any holding or subsidiary company or to such company's bankers in connection with any direct or indirect wholly-owned subsidiary of SCTfinancing arrangement. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. The parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions. Any liability to the Buyer under this Agreement may be released, compounded or comprised in whole or in part by the Buyer or Pamarco without in any way prejudicing or affecting their rights against any of the Sellers or any other liability of the Seller in question.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may ----------------------------------------------- be amended, modified or supplemented only by a written instrument duly executed by each of the parties Parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, illegal or unenforceable in any respect, such invalidity, illegality, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties Parties hereto. No party Party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party Party entitled to the benefit thereof by a written instrument duly executed by such partyParty. The parties Parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions. Nothing in this Agreement is intended or will be construed to confer on any Person other than the Parties hereto any rights or benefits hereunder.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may ----------------------------------------------- be amended, modified or supplemented only by a written instrument duly executed by each of the parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties heretoparties. Nothing in this Agreement shall confer any rights upon any Person other than Shareholders and Buyer and their respective heirs, legal representatives, successors and permitted assigns. No party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. The parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties Parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, illegal or unenforceable in any respect, such invalidity, illegality, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties Parties hereto. No party Party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party Party entitled to the benefit thereof by a written instrument duly executed by such partyParty. The parties Parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions. Nothing in this Agreement is intended or will be construed to confer on any Person other than the Parties hereto any rights or benefits hereunder.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may ----------------------------------------------- be amended, modified or supplemented only by a written instrument duly executed by each of the parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties heretoparties. Nothing in this Agreement shall confer any rights upon any Person other than Seller Parties and Buyer and their respective heirs, legal representatives, successors and permitted assigns. No party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. The parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.

Amendment, Parties in Interest, Assignment, Etc. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties heretohereto and, in the case of Safeguard, Merger Sub, Parent or the Company, by action by or on behalf of such party’s Board of Directors, whether before or after adoption of this Agreement by the stockholders of the Company and Merger Sub; provided, however that after any such approval, there shall not be made any amendment that by law requires the further approval by the stockholders without such approval. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto. No party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. The parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions.

Amendment, Parties in Interest, Assignment, Etc. This ------------------------------------------------ Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties Parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, illegal, illegal or unenforceable in any respect, such invalidity, illegality, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties Parties hereto. No party Party hereto shall assign this Agreement or any right, benefit or obligation hereunder, except that Acquisition Sub shall be entitled to assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to SCT or to any direct or indirect wholly-owned subsidiary of SCT. Any term or provision of this Agreement may be waived at any time by the party Party entitled to the benefit thereof by a written instrument duly executed by such partyParty. The parties Parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions. Nothing in this Agreement is intended or will be construed to confer on any Person other than the Parties hereto any rights or benefits hereunder.