Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 5 contracts
Samples: Merger Agreement (Flex Pharma, Inc.), Merger Agreement, Merger Agreement (Galena Biopharma, Inc.)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than (a) the parties hereto Parties and (b) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.8) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 3 contracts
Samples: Share Exchange Agreement (Alliance MMA, Inc.), Share Exchange Agreement (Alliance MMA, Inc.), Share Exchange Agreement
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other PartyParties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s Parties’ prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto Parties and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.6) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Invitae Corp), Merger Agreement (CombiMatrix Corp)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other PartyParties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s Parties’ prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Organovo Holdings, Inc.), Merger Agreement (Lpath, Inc)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 2 contracts
Samples: Exchange Agreement (Grow Capital, Inc.), Stock Exchange Agreement (Grow Capital, Inc.)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than than: (a) the parties hereto Parties hereto; (b) rights pursuant to Section 1, and (c) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Discovery Partners International Inc), Merger Agreement (Nitromed Inc)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other PartyParties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s Parties’ prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto Parties and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.76.5) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Nikola Corp), Merger Agreement (Romeo Power, Inc.)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other PartyParties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s Parties’ prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.6) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Yumanity Therapeutics, Inc.), Merger Agreement (Proteostasis Therapeutics, Inc.)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s 's rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s 's prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than than: (a) the parties hereto Parties hereto; (b) rights pursuant to Section 1, and (c) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.2) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Farm Lands of Africa, Inc.), Share Exchange Agreement (Islet Sciences, Inc)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.9) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than (a) the parties hereto and Parties hereto, (b) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.6 and (c) the Persons named in column (1) of the Schedule of Buyers attached to the Securities Purchase Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto hereto, the Holders and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s or Holder’s rights or obligations hereunder may be assigned or delegated by such Party or Holder (as applicable) without the prior written consent of each other Partythe Parties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party or Holder without each other Party’s the Parties’ prior written consent consents shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than than: (a) the parties hereto and the D&O Indemnified Parties to the extent of their respective hereto; (b) rights pursuant to Section 5.71, and (c) rights contemplated by Section 5.1 and Section 5.4) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other PartyParties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s Parties’ prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except for, following the Effective Time, (a) the rights of the D&O Indemnified Parties pursuant to Section 6.2 and (b) the Nonparty Affiliates pursuant to Section 11.13.
Appears in 1 contract
Samples: Investment Agreement (Sunlight Financial Holdings Inc.)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than than: (a) the parties hereto Parties hereto; and the D&O Indemnified Parties to the extent of their respective (b) rights pursuant to Section 5.71 hereof) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Samples: Arrangement Agreement (Vasogen Inc)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than (a) the parties Parties hereto and (b) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.8) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Alcobra Ltd.)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s 's rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s 's prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than than: (a) the parties hereto Parties hereto; (b) rights pursuant to Section 1, and (c) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.4) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Nitromed Inc)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than than: (a) the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.Parties
Appears in 1 contract
Samples: Merger Agreement (Replidyne Inc)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (Person, including the Persons described or identified in Section 5.14, other than the parties hereto hereto, the Advaxis D&O Indemnified Parties and the Biosight D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) 5.6, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Advaxis, Inc.)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Celladon Corp)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than (a) the parties hereto and (b) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.75.5) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Tapimmune Inc.)
Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other PartyParties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each the other Party’s Parties’ prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) 5.10 any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Assignability; No Third Party Beneficiaries. (a) This Agreement shall be binding upon, and shall be enforceable by upon and inure solely to the benefit of, of the Parties parties hereto and their respective successors and assigns; provided, however, that neither . Neither Party may assign this Agreement nor or any of a such Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each the other Party.
(b) Except as provided in Article V with respect to Parent Indemnified Parties and Purchaser Indemnified Parties, and any attempted assignment or delegation of this Agreement or any is for the sole benefit of such rights or obligations by such Party without each other Party’s prior written consent shall be void the Parties to this Agreement and of no effect. Nothing their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person (other than the parties hereto and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Samples: Transition Services Agreement (Us Home Systems Inc)