Common use of Assignment; Binding Effect; Benefit Clause in Contracts

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party (whether by operation of Laws or otherwise) without the prior written consent of any other Party except that Acquiror shall be permitted to assign its rights, interests and obligations to an Affiliate of Acquiror or in connection with a Change of Control without obtaining any consent from any other Party; provided that Acquiror shall remain liable for all such obligations hereunder. Any purported assignment, unless so consented to or permitted as provided herein, shall be void and without effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties or their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

Appears in 3 contracts

Sources: Merger Agreement (Innovus Pharmaceuticals, Inc.), Merger Agreement (Innovus Pharmaceuticals, Inc.), Merger Agreement (Adventrx Pharmaceuticals Inc)

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party of the parties hereto (whether by operation of Laws law or otherwise) without the prior written consent of any the other Party parties, except that Acquiror shall be permitted to assign Merger Sub may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to an Affiliate Parent or to any direct or indirect wholly-owned Subsidiary of Acquiror or in connection with a Change of Control without obtaining any consent from any other Party; provided that Acquiror shall remain liable for all such obligations hereunder. Any purported assignment, unless so consented to or permitted as provided herein, shall be void and without effectParent. Subject to the foregoingpreceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person other than the Parties parties hereto or their respective successors heirs, successors, executors, administrators and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Appears in 3 contracts

Sources: Merger Agreement (TGC Industries Inc), Merger Agreement (Dawson Geophysical Co), Merger Agreement (TGC Industries Inc)

Assignment; Binding Effect; Benefit. Neither Except as expressly contemplated herein, neither this Agreement Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by any Party (whether by operation of Laws or otherwise) the Parties hereto without the prior written consent of any the other Party except that Acquiror shall be permitted to assign its rights, interests and obligations to an Affiliate of Acquiror or in connection with a Change of Control without obtaining any consent from any other Party; provided that Acquiror shall remain liable for all such obligations hereunderParties. Any purported assignment, unless so consented to or permitted as provided herein, shall be void and without effect. Subject to the foregoing, this This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. In the event that there shall be a successor to a Party (whether by reason of a change of control, business combination transaction or otherwise involving such Party), the successor (i) shall continue to have all of the rights and obligations applicable to such Party hereunder, and (ii) shall execute such documentation as any other Party shall reasonably deem necessary or appropriate to evidence the foregoing. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed express or implied, is intended to confer on any Person other than the Parties hereto or their respective successors and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement (Infosys Technologies LTD)

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party of the parties hereto (whether by operation of Laws law or otherwise) without the prior written consent of any the other Party except parties; provided, however, that Acquiror shall be permitted to Activision may assign its rights, interests and or obligations hereunder to an Affiliate of Acquiror or in connection with a Change of Control without obtaining any consent from any other Party; affiliate provided that Acquiror shall remain liable for all Activision remains obligated hereunder and such assignment does not alter the rights, interests or obligations of the Members hereunder. Any purported assignment, unless so consented to or permitted as provided herein, shall be void and without effect. Subject to the foregoingpreceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and assigns. No assignment permitted assignsunder this Agreement shall relieve any such assignor of any of his, her or its obligations under this Agreement and any assignee shall assume in writing all of the undertakings of assignor under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the Parties parties hereto or their respective successors heirs, surviving corporations, executors, administrators and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (Activision Inc /Ny)

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party (whether by operation of Laws Law or otherwise) without the prior written consent of any the other Party Parties except that Acquiror Purchaser shall be permitted to assign its rights, interests and obligations to an Affiliate of Acquiror or in connection with a Change of Control Purchaser without obtaining any consent from the other Parties (provided however, without the prior written consent of Seller, Purchaser shall not make any other Party; provided that Acquiror shall remain liable for all such obligations hereunderassignment if such assignment would reasonably be expected to have adverse tax consequences to Seller or a Seller Affiliate). Any purported assignment, unless so consented to or permitted as provided herein, shall be void and without effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties or their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Integrated Device Technology Inc)

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party of the parties hereto (whether by operation of Laws law or otherwise) without the prior written consent of any the other Party except parties; provided, however, that Acquiror shall be permitted to Activision may assign its rights, interests and or obligations hereunder to an Affiliate of Acquiror or in connection with a Change of Control without obtaining any consent from any other Party; affiliate provided that Acquiror shall remain liable for all Activision remains obligated hereunder and such assignment does not alter the rights, interests or obligations of the Members hereunder. Any purported assignment, unless so consented to or permitted as provided herein, shall be void and without effect. Subject to the foregoingpreceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and assigns. No assignment permitted assignsunder this Agreement shall relieve any such assignor of any of his, her or its obligations under this Agreement and any assignee shall assume in writing all of the undertakings of assignor under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the Parties parties hereto or their respective heirs, executors, administrators, successors and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Activision Inc /Ny)

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party (whether assigned, in whole or in part, by operation of Laws law or otherwise) , by any of the parties hereto without the prior written consent of any the other Party parties, except that Acquiror shall be permitted to assign Parent or Purchaser may assign, in its discretion, any or all of their rights, interests and obligations hereunder to an Affiliate any direct or indirect subsidiary of Acquiror Parent (or, in the case of Purchaser, to Parent), but no such assignment shall relieve Parent or in connection with a Change Purchaser of Control without obtaining any consent from any other Party; provided that Acquiror shall remain liable for all such of its respective obligations hereunder. Any purported assignment, unless so consented to or permitted as provided herein, shall be void and without effect. Subject to the foregoingpreceding sentence, this Agreement shall be binding upon and shall upon, inure to the benefit of of, and be enforceable by, the Parties parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed express or implied, is intended to confer on any Person person other than the Parties parties hereto or their respective successors and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Appears in 1 contract

Sources: Stock Option Agreement (Alcatel)