Assignability; Parties in Interest. (a) Buyer may assign any and all of its rights hereunder to any affiliate of or any direct or indirect subsidiary of Buyer, and Buyer shall advise Seller of any such assignment and shall designate such party as the assignee and transferee of the securities purchased. Any such assignee shall assume all of Buyer's duties, obligations and undertakings hereunder, but the assignor shall remain liable thereunder. (b) Seller may not assign, transfer or otherwise dispose of any of its rights hereunder without the prior written consent of Buyer. (c) All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirs, successors, assigns and legal or personal representatives of the parties hereto.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Corrections Corporation of America), Stock Purchase Agreement (Corrections Corporation of America)
Assignability; Parties in Interest. (a) Buyer may assign any and or all of its rights hereunder to any affiliate of or any direct or indirect subsidiary of Buyer, and Buyer shall advise Seller Selling Parties of any such assignment and shall designate such party as the assignee and transferee of the securities Assets purchased. Any such assignee shall assume all of Buyer's duties, obligations and undertakings hereunder, but the assignor Buyer shall remain liable thereunderhereunder.
(b) Seller may not assign, transfer or otherwise dispose of any of its rights hereunder without the prior written consent of Buyer.
(c) All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirs, successors, assigns and legal or personal representatives of the parties hereto, provided that the rights and obligations under all licenses of trademarks hereunder shall under no circumstances be assignable.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Healthstream Inc), Asset Purchase Agreement (Healthstream Inc)
Assignability; Parties in Interest. (a) Buyer may assign any and or all of its rights hereunder to any affiliate of or any direct or indirect subsidiary of Buyer, and Buyer shall advise Seller of any such assignment and shall designate such party as the assignee and transferee of the securities Assets purchased. Any such assignee shall assume all of Buyer's duties, obligations and undertakings hereunder, but the assignor shall remain liable thereunderhereunder.
(b) Seller may not assign, transfer or otherwise dispose of any of its rights hereunder without the prior written consent of Buyer.
(c) All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirs, successors, assigns and legal or personal representatives of the parties hereto, provided that the rights and obligations under all licenses and trademarks hereunder shall under no circumstances be assignable.
Appears in 1 contract
Assignability; Parties in Interest. (a) This Agreement may not be assigned by Seller without the prior written consent of Buyer. Buyer may assign any and or all of its their respective rights hereunder to any affiliate of or any its direct or indirect subsidiary majority-owned subsidiaries provided that Buyer shall continue to remain obligated for the performance of Buyer, and its obligations hereunder. Buyer shall advise Seller of Nels▇▇ ▇▇ any such assignment and shall designate such party as the assignee and transferee of the securities assets purchased. Any such assignee shall assume all of Buyer's duties, obligations and undertakings of its assignor hereunder, but the assignor shall remain liable thereunder.
(b) Seller may not assign, transfer or otherwise dispose of any of its rights hereunder without the prior written consent of Buyer.
(c) All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirs, successors, assigns and legal or personal representatives of the parties hereto.
Appears in 1 contract
Assignability; Parties in Interest. (a) Subject to the terms of this section, Buyer may assign any and or all of its rights hereunder under this Agreement to any affiliate of or any direct or indirect subsidiary of Buyer, and . Buyer shall first advise Seller the Sellers in writing of any such assignment and shall designate such party as the assignee and transferee of the securities purchasedAssets purchased under this Agreement. Any such assignee shall have ability to perform all of Buyer’s duties and obligations under this Agreement and shall assume all of Buyer's ’s duties, obligations and undertakings hereunder. Notwithstanding any such assignment, but the assignor Buyer also shall remain liable thereunderhereunder for all of Buyer’s duties and obligations under this Agreement.
(b) No Seller may not assign, transfer or otherwise dispose of any of its respective rights hereunder without the prior written consent of Buyer.
(c) All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirssuccessors and permitted assigns, successors, assigns provided that the rights and legal or personal representatives obligations under all licenses of the parties heretotrademarks being assigned hereunder shall under no circumstances be assignable.
Appears in 1 contract
Sources: Asset and Equity Purchase Agreement (AAC Holdings, Inc.)
Assignability; Parties in Interest. (a) Upon written notice to Seller, Buyer may assign any and all of its rights hereunder to any affiliate other person or entity without the necessity of or any direct or indirect subsidiary of Buyerobtaining Seller’s consent, and Buyer shall advise Seller of any such assignment and shall designate such party as the assignee and transferee of the securities purchased. Any provided that such assignee shall assume all of Buyer's ’s duties, obligations and undertakings hereunder. No such assignment shall release Buyer from any of its liabilities, but the assignor shall remain liable thereunderundertakings and obligations hereunder that accrue prior to or at Closing.
(b) Seller may not assign, transfer or otherwise dispose of any of its rights hereunder without the prior written consent of Buyer.
(c) All the terms and provisions of this Agreement hereof shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirssuccessors, successors-in-interest, assigns and legal or personal representatives of the parties hereto.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Retirement Corp)