Assignment; Binding Effect and Benefit Clause Samples
Assignment; Binding Effect and Benefit. Except as otherwise provided in this Section 10(e), neither party hereto may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party. The Company may assign its rights and delegate its obligations under this Agreement to any of its affiliates or to any person or entity that acquires all or substantially all of the business of the Company whether through merger, purchase of assets, or otherwise. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, and permitted successors and assigns.
Assignment; Binding Effect and Benefit a. Neither party shall assign or purport to assign all or any part of the benefit of, or its rights or benefits under, this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
b. Clauses 4.2(d), 5.1, 7.9(b) and 7.12 (the “Third Party Rights Clauses”) confer a benefit on certain persons named therein who are not a party to this Agreement (each for the purposes of this Clause 10.3 a “Third Party”) and, subject to Clauses 10.3(c), (d) and (e), are intended to be enforceable by the relevant Third Party by virtue of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
c. The parties to this Agreement do not intend that any term of this Agreement, apart from the Third Party Rights Clauses, should be enforceable, by virtue of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇, by any person who is not a party to this Agreement.
d. Notwithstanding the provisions of Clause 10.3(b), and following Completion save in respect of the Third Party Rights Clauses, this Agreement may be rescinded or varied in any way and at any time by the parties to this Agreement without the consent of any Third Party.
e. Notwithstanding Clause 10.3(b), pending the Effective Time no Third Party may enforce, or take any step to enforce, the Third Party Rights Clauses without the prior written consent of Spring, which may, if given, be given on and subject to such terms as Spring may determine.