Assignment and Successors; No Third Party Rights Sample Clauses

Assignment and Successors; No Third Party Rights. Unless otherwise set forth in a Transaction Document, no Party may assign any of its rights or delegate any of its obligations under such Transaction Document without the prior written consent of the other Parties, except that Buyer may assign any of its rights and delegate any of its obligations under any Transaction Document to any Affiliate of Buyer and may collaterally assign its rights hereunder to any financial institution providing financing in connection with the Contemplated Transactions. Subject to the preceding sentence, the Transaction Documents will apply to, be binding in all respects upon, and inure to the benefit of, the successors and permitted assigns of the Parties. Nothing expressed or referred to in the Transaction Documents will be construed to give any Person other than the parties to a Transaction Document any legal or equitable right, remedy, or claim under or with respect to such Transaction Document or any provision of such Transaction Document, except such rights as will inure to a successor or permitted assignee pursuant to this Section 10.5.
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Assignment and Successors; No Third Party Rights. The rights and obligations of a Party hereunder may not be assigned without the prior written consent of the other Parties, such consent not to be unreasonably withheld, conditioned, or delayed. Subject to the foregoing, this Agreement will apply to, be binding in all respects upon and inure to the benefit of, the heirs, legal representatives, successors, and permitted assigns of the Parties. Except as set forth in Section 5.6 and Section 5.7 (with respect to LSP Development and its Affiliates), nothing expressed or referred to herein will be construed to give any Person other than the Parties and their successors and permitted assigns any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties and their successors and permitted assigns.
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Assignment and Successors; No Third Party Rights. (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors and permitted assigns, and there shall be no third-party beneficiaries to this Agreement. (b) The rights and obligations hereunder shall not be assignable by any Party, unless such rights are assigned in connection with a Permitted Transfer in compliance with Clause 6.2 or another Transfer of Share in compliance with Clause 6. Any attempted assignment of rights or obligations in violation of this Clause 20.5 shall be null and void. (c) Unless otherwise expressly provided in this Agreement, a Person who is not a Party shall not have any rights under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce, or to enjoy the benefit of, any term of this Agreement. Notwithstanding the foregoing, any amendments, revocation, variation or modifications to this Agreement shall be made in accordance with Clause 20.3 and consent of any other Person is not required.
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Assignment and Successors; No Third Party Rights. The rights and obligations of a party hereto under this Agreement may not be assigned without the prior written consent of the other party hereto; provided, however, that Purchaser may assign its rights and obligations under this Agreement to its Affiliate without the prior written consent of the other party hereto, it being agreed that (a) Purchaser shall first provide notice to the Company of such assignment, which notice shall provide a statement of assets held by such assignee, (b) such assignment cannot affect the regulatory status of any Group Company or any Project and (c) no such assignment by Purchaser shall relieve Purchaser of any of its obligations under this Agreement. Subject to the foregoing, this Agreement will apply to, be binding in all respects upon and inure to the benefit of, the successors and permitted assigns of the parties hereto. Nothing expressed or referred to herein will be construed to give any Person other than the parties hereto and their successors and permitted assigns any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. No director, officer, employee, incorporator, manager, member, partner, stockholder, shareholder, Affiliate, parent of, or holder of any equity interest in, any tier, agent, attorney or Representative of either party (each, a “Non-Party Affiliate”) shall have any Liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) to the other party, its Affiliates or its Representatives for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of (a) this Agreement or any Transaction Document, (b) the negotiation or execution of or performance of any obligation under this Agreement or any Transaction Document, or (c) any breach or violation of this Agreement or any Transaction Document; and, each party hereby waives and releases all such liabilities, claims and obligations against any such Non-Party Affilia...
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Related to Assignment and Successors; No Third Party Rights

  • Assignments, Successors, and No Third-Party Rights Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

  • Assignment; Successors and Assigns; No Third Party Rights Except as otherwise provided herein, this Agreement may not be assigned, and any attempted assignment shall be null and void, except that Purchaser may assign, in its sole discretion, any or all of its rights, interests or obligations hereunder to any direct or indirect wholly owned subsidiary of Purchaser. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.

  • No Third Party Rights Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

  • Benefits of Agreement; No Third-Party Rights The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

  • Assignment; No Third Party Beneficiaries 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.

  • Confidentiality and Intellectual Property Rights (a) The parties acknowledge that the information which the disclosing party submits to the receiving party in connection with this Agreement includes disclosing party's confidential and proprietary information, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software made available by the Seller to the Buyer shall be owned solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products or any parts thereof. (c) The Buyer is obliged to inform the Seller of any intellectual property rights that may exist with respect to the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds of the existence of intellectual property rights on the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants to the Buyer a non-exclusive and non-transmissible right to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after termination.

  • Binding Effect; Assignment; No Third Party Benefit This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Except as provided in Section 8.5 and Article XI, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

  • No Assignment; No Third Party Beneficiaries This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by the Company or BNYMCM. Any purported assignment or delegation of rights, duties or obligations hereunder shall be void and of no effect. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and, to the extent provided in Article VI, the controlling persons, officers, directors, employees and agents referred to in Article VI. This Agreement is not intended to confer any rights or benefits on any Persons other than as set forth in Article VI or elsewhere in this Agreement.

  • No Third Party Rights Created This contract is intended for the benefit of the City and the Contractor and not any other person.

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