Assignability; Third-Party Rights. (a) This Agreement and all of the covenants and agreements contained herein and rights, interests or obligations hereunder, by or on behalf of any of the parties hereto, shall bind and inure to the benefit of the respective heirs, successors and assigns of the parties hereto whether so expressed or not, except that neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated without the prior written consent of Seller (in the event of an assignment by Purchaser) or Purchaser (in the event of an assignment by Seller); provided that, (i) Purchaser may assign its rights and obligations hereunder, in whole or in part, in connection with any Purchaser Change of Control without the consent of Seller, (ii) Purchaser may assign its rights and obligations hereunder, in whole or in part, to any of its Affiliates without the consent of Seller; provided that no such assignment shall limit, relieve or otherwise affect the obligations or Liabilities of Purchaser hereunder and (iii) Purchaser and the Company may assign any or all of its rights pursuant to this Agreement to any of their respective lenders as collateral security without the consent of Seller. Except as set forth in this Agreement, nothing in this Agreement is intended to or will confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (b) Except as set forth in Section 5.3, Section 5.10 and Section 7 nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third parties specifically including employees and creditors of an Acquired Company.
Appears in 1 contract
Assignability; Third-Party Rights. (a) This Agreement and all of the covenants and agreements contained herein and rights, interests or obligations hereunder, by or on behalf of any of the parties hereto, shall bind and inure to the benefit of the respective heirs, successors and assigns of the parties hereto whether so expressed or not, except that neither Neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder under this Agreement shall be assignable or delegable (as the case may be assigned or delegated without the prior written consent of Seller (in the event of an assignment by Purchaser) or Purchaser (in the event of an assignment by Sellerbe); provided that, (i) Purchaser may assign its rights and obligations hereunder, in whole or in part, by operation of law or otherwise, and any attempted or purported assignment or delegation in connection violation of this Section 7.8 shall be null and void; provided, however, that Parent (i) may designate, by written notice to the Company, another wholly owned direct or indirect Subsidiary to be a constituent corporation in lieu of Merger Sub, in which event all references herein to Merger Sub shall be deemed references to such other Subsidiary, except that all representations and warranties made herein with any Purchaser Change respect to Merger Sub as of Control without the consent date hereof shall be deemed representations and warranties made with respect to such other Subsidiary as of Seller, the date of such designation and (ii) Purchaser may assign all or a portion of its rights and obligations hereunder, in whole or in part, hereunder to any Affiliate; provided, that any such designation in the foregoing clause (i) shall not materially impede or delay the consummation of its Affiliates without the consent transactions contemplated by this Agreement or otherwise materially impede the rights of Sellerthe stockholders of the Company under this Agreement; provided provided, further, that no such assignment in the foregoing clause (ii) shall limit, relieve or otherwise affect the obligations or Liabilities of Purchaser hereunder and (iii) Purchaser and the Company may assign any or all Parent of its rights pursuant to this Agreement to any of their respective lenders as collateral security without the consent of Seller. Except as set forth in this Agreement, nothing in this Agreement is intended to or will confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementobligations hereunder.
(b) Except as set forth in the final sentence of this Section 5.37.8(b), Section 5.10 Parent and Section 7 nothing Merger Sub hereby agree that their respective representations, warranties and covenants set forth herein expressed or implied are solely for the benefit of the Company and the Company hereby agrees that its representations, warranties and covenants set forth herein are solely for the benefit of Parent and Merger Sub, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended or shall be construed to to, and does not, confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any Legal Proceeding that may be based upon, arise out of or by reason of relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto. Notwithstanding anything to the contrary contained in this Agreement: (i) from and after the Effective Time, each Person who holds Company Common Stock, or a Company RSU prior to the Effective Time shall be a third party beneficiary of and shall be entitled to rely on the provisions set forth in Article 1 solely to the extent necessary for such Person to receive the consideration to which it is entitled pursuant to Article 1; (ii) from and after the Effective Time, the Indemnified Parties shall be third parties specifically including employees party beneficiaries of and creditors of an Acquired Companyshall be entitled to rely on the provisions set forth in Section 4.8(e) and (iii) the Company Related Parties shall be express third party beneficiaries of, and shall be entitled to rely on, Sections 6.3(e) and 6.3(g).
Appears in 1 contract
Samples: Merger Agreement (Zayo Group LLC)
Assignability; Third-Party Rights. (a) This Subject to Section 8.5(b), this Agreement shall be binding upon, and all of the covenants and agreements contained herein and rights, interests or obligations hereunder, shall be enforceable by or on behalf of any of the parties hereto, shall bind and inure solely to the benefit of the respective heirsof, successors and assigns of the parties hereto whether so expressed or notand their respective successors and assigns; provided, except however, that neither this Agreement nor any of the covenants and agreements herein or rights, interests rights or obligations of any party hereunder may be assigned or delegated by such party without the prior written consent of the other party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by any party without the other party’s prior written consent shall be void and of no effect. Notwithstanding the foregoing, the Purchaser may, without the consent of but upon prior written notice to Seller Parties, assign this Agreement and any related agreement (i) to its Affiliates, (ii) to its lenders in connection with its grant of a security interest in its rights under this Agreement or in any related agreement in accordance with the terms of the security and collateral agreements with such lenders, (iii) to any successor to all or substantially all of its business and assets, whether in a merger, consolidation, sale of stock, sale of all or substantially [*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. all of its assets or other similar transaction, and (iv) to a Third Party that acquires from Purchaser of all or substantially all of the assets related to the Business from Purchaser or its Affiliates; provided that, in the case of clauses (i), (iii) and (iv) or in the event of an the assignment by Purchaser) or Purchaser (in transfer of the event of an assignment by Seller); provided thatIntellectual Property covering or incorporated into the Products or the rights to sell or offer the Products, (i) Purchaser may assign its rights and obligations hereunderthe assignee or transferee shall expressly assume, in whole or in parta writing delivered to Seller Parties, in connection with any performance of such rights and/or obligations of Purchaser Change of Control without the consent of Seller, (ii) Purchaser may assign its rights and obligations hereunder, in whole or in part, to any of its Affiliates without the consent of Seller; provided that no such assignment shall limit, relieve or otherwise affect the obligations or Liabilities of Purchaser hereunder and hereunder.
(iiib) Purchaser and the Company may assign any or all of its rights pursuant to this Agreement to any of their respective lenders as collateral security without the consent of Seller. Except as set forth in this Agreement, nothing in this Agreement is intended to or will shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(b) Except as set forth in Section 5.3, Section 5.10 and Section 7 nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third parties specifically including employees and creditors of an Acquired Company.
Appears in 1 contract
Assignability; Third-Party Rights. (a) This Agreement and all of the covenants and agreements contained herein and rights, interests or obligations hereunder, by or on behalf of any of the parties hereto, shall bind and inure to the benefit of the respective heirs, successors and assigns of the parties hereto whether so expressed or not, except that neither Neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations parties' rights hereunder may shall be assigned or delegated assignable by any party hereto without the prior written consent of Seller (the other party; provided, however, that Buyer may, without the prior written consent of the Seller, assign its rights and obligations hereunder in the event of an assignment by Purchaser) whole or Purchaser (in the event of an assignment by Seller); provided that, part (i) Purchaser may to an Affiliate of Buyer, (ii) to any Person providing financing to Buyer in connection with the transactions contemplated hereby as security for Buyer's obligations to such Person or (iii) to any Person who acquires all or a portion of the capital stock of the Transferred Subsidiaries from Buyer following the Closing (by merger, recapitalization, sale of stock or otherwise) or all or substantially all of the Assets of the Business, provided, in each case, that Buyer remains bound by the terms and conditions of this Agreement; provided, further, that the Seller may, without the prior written consent of the other party, assign its rights and obligations hereunder, in whole or in part, at any time after the Closing in connection with any Purchaser Change sale of Control without the consent of Seller, (ii) Purchaser may assign its rights and obligations hereunder, in whole all or in part, to any of its Affiliates without the consent of Seller; provided that no such assignment shall limit, relieve or otherwise affect the obligations or Liabilities of Purchaser hereunder and (iii) Purchaser and the Company may assign any or substantially all of the assets of Seller and its rights pursuant Subsidiaries or to a Person who acquires all of the Capital Stock of the Seller following the Closing (by merger, recapitalization or otherwise). In the event that any assignment is made, this Agreement shall be binding upon and shall inure to any the benefit of the parties hereto and their respective lenders as collateral security without the consent of Sellersuccessors and assigns. Except as set forth in this AgreementSection 15.6, nothing in this Agreement is intended Agreement, express or implied, shall be deemed to or will confer upon any Person (other than Person, including, without limitation, employees of the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(b) Except as set forth in Section 5.3, Section 5.10 and Section 7 nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assignsBusiness, any rights or remedies under under, or by reason of of, this Agreement; provided, that such third parties specifically including employees and creditors other Persons shall not be deemed to include corporate Affiliates, licensed Affiliates, successors or permitted assigns of an Acquired Companyany party, or permitted transferees of the Licenses.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Gentiva Health Services Inc)
Assignability; Third-Party Rights. (a) This Agreement and all of the covenants and agreements contained herein and rights, interests or obligations hereunder, by or on behalf of any of the parties hereto, shall bind and inure to the benefit of the respective heirs, successors and assigns of the parties hereto whether so expressed or not, except that neither Neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder under this Agreement may be assigned or delegated without the prior written consent of Seller (in the event of an assignment by Purchaser) or Purchaser (in the event of an assignment by Seller); provided that, (i) Purchaser may assign its rights and obligations hereunderdelegated, in whole or in part, in connection with by operation of law or otherwise, by any Purchaser Change of Control party hereto without the prior written consent of Sellerthe other parties hereto, (ii) Purchaser and any such assignment without such prior written consent shall be null and void; provided, however, that Parent and Merger Sub may assign its rights and obligations hereunderassign, in whole or in parttheir sole discretion, to any of its Affiliates without the consent of Seller; provided that no such assignment shall limit, relieve or otherwise affect the obligations or Liabilities of Purchaser hereunder and (iii) Purchaser and the Company may assign any or all of its rights pursuant to their rights, interests and obligations under this Agreement to any of their respective lenders or other financing sources from time to time as collateral security without security.
(b) Subject to Section 7.8(c), this Agreement shall be binding upon, and shall be enforceable by and inure to the consent of Seller. benefit of, the parties hereto and their respective successors and assigns.
(c) Except as set forth in the final sentence of this AgreementSection 7.8(c), nothing in this Agreement is intended to or will shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of whatsoever. Notwithstanding anything to the contrary contained in this Agreement.
: (bi) Except as from and after the Effective Time, the Indemnified Parties shall be third party beneficiaries of the provisions set forth in Section 5.34.8; (ii) the Financing Sources and the Parent Related Parties shall be express third party beneficiaries of, and entitled to rely on, Sections 6.3(f) and 7.5; (iii) from and after the Effective Time, the holders of Company Common Stock, Company Options, Company RSUs and Company Restricted Shares shall be third party beneficiaries of the terms of this Agreement and shall be entitled to pursue claims for any failure to receive the Merger Consideration set forth in Sections 1.5 and 1.9; and (iv) the Company and its Affiliates and its and their respective Representatives shall be third party beneficiaries of, and entitled to rely on, Section 5.10 4.9(e).
(d) The representations and warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties in accordance with Section 7 nothing herein expressed 7.2 without notice or implied is intended or shall be construed to confer upon or give liability to any Person other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties of risks associated with particular matters regardless of knowledge of any of the parties. Consequently, Persons other than the parties hereto may not rely upon the representations and their respective permitted successors and assigns, any rights warranties in this Agreement as characterizations of actual facts or remedies under or by reason circumstances as of the date of this Agreement, such third parties specifically including employees and creditors Agreement or as of an Acquired Companyany other date.
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