Common use of Assignability; Parties in Interest Clause in Contracts

Assignability; Parties in Interest. Neither party shall assign any rights or delegate any obligations hereunder without the consent of the other party, and any attempt to do so shall be void; provided, that Buyer and Seller shall have the right to assign its rights and delegate its obligations hereunder to (i) any third party or entity controlling, under the control of, or under common control with it, or (ii) in connection with the sale of all or substantially all of the assets of or any business combination transaction involving such party; provided that no such assignment or delegation will relieve Buyer or Seller from any of its obligations hereunder. 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 successors and permitted assigns of the parties hereto.

Appears in 5 contracts

Samples: Intellectual Property Purchase Agreement, Share Purchase Agreement (Lifequest World Corp.), Assignment and Assumption Agreement (Lifequest World Corp.)

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Assignability; Parties in Interest. Neither party shall assign any rights or delegate any obligations hereunder without the consent of the other party, and any attempt to do so shall be void; provided, that Buyer and Seller shall have the right to assign its rights and delegate its obligations hereunder to (ia) any third party or entity controlling, under the control of, or under common control with it, or (ii) in connection with the sale of all or substantially all of the assets of or any business combination transaction involving such party; provided that no such assignment or delegation will relieve Buyer or Seller from any of its obligations hereunder. All the terms and provisions of this This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by and inure to the benefit of, the parties hereto and their respective successors and permitted assigns assigns. This Agreement shall not be assignable by any party without the express written consent of the other parties hereto, and any attempted assignment in violation of this Section shall be null and void; provided, however, that each of Parent and Acquisition Sub may (but shall not be required to), without the prior written consent of the Company, (i) assign its rights and obligations under this Agreement to any of its Affiliates or (ii) collaterally assign any or all of its rights or obligations hereunder to any Debt Financing Source (provided that, in any such case, no such assignment shall relieve Parent or Acquisition Sub, as applicable, of its obligations hereunder).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rosetta Stone Inc)

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