Assignment and Successors and No Third Party Rights. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors and assigns; provided, however, that (i) neither the Seller nor KRR may assign any of their respective rights under this Agreement without the prior written Consent of the Purchaser other than, following the Closing, in connection with a sale or transfer of all or substantially all of the assets of the Seller and (ii) prior to the Closing, the Purchaser may not assign any of its rights under this Agreement without the prior written Consent of the Seller other to one or more of its Affiliates. Nothing expressed or referred to in this Agreement shall be construed to give any Person (including any Business Employees), other than the Parties, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to a successor or permitted assignee under this Clause 15.5. Following the Closing, the Purchaser shall be entitled to assign any of its rights and/or obligations (including the benefit or any representations, warranties or indemnities) to any other Person and to hold the representations and warranties hereunder for the benefit of any other Person.
Appears in 3 contracts
Samples: Business Transfer Agreement (Hospira Inc), Business Transfer Agreement (Hospira Inc), Business Transfer Agreement (Hospira Inc)
Assignment and Successors and No Third Party Rights. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors and assigns; provided, however, that (i) neither the Seller nor KRR No party may assign any of their respective its rights or delegate any of its obligations under this Agreement without the prior written Consent consent of the other parties to this Agreement, except that the Purchaser may, without the consent of the Company or the Seller Representative, (a) assign any of its rights and delegate any of its obligations under this Agreement to any entity that is an Affiliate of the Purchaser other thanor to any subsequent acquirer of the Shares, following the Closing, in connection with a sale Purchaser or transfer of all or substantially all of the business or assets of the Seller Acquired Companies or the Purchaser and (iib) prior to the Closing, the Purchaser may not assign any of its rights under this Agreement without as collateral security for any lender providing financing to the prior written Consent Purchaser. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of each Seller’s heirs, executors, administrators and permitted assigns and the Seller other to one or more of its AffiliatesPurchaser’s successors and permitted assigns. Nothing expressed or referred to in this Agreement shall will be construed to give any Person (including any Business Employees)Person, other than the Partiesparties to this Agreement, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to a successor or permitted assignee under this Clause 15.5. Following the Closing, the Purchaser shall be entitled to assign any of its rights and/or obligations (including the benefit or any representations, warranties or indemnities) to any other Person and to hold the representations and warranties hereunder for the benefit of any other PersonSection.
Appears in 1 contract