Common use of Assignment; Binding Effect; No Third Party Beneficiaries Clause in Contracts

Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment without the consent required pursuant to the preceding sentence shall be null and void. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and 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 hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.

Appears in 9 contracts

Samples: Stock Option Agreement (Sulphco Inc), Stock Option Agreement (Gunnerman Rudolf W), Stock Option Agreement (Gunnerman Rudolf W)

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Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment without the consent required pursuant to the preceding sentence shall be null and void. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders Stockholder under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and 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 hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee Parent may assign this agreement to one or more of its affiliates.

Appears in 2 contracts

Samples: Voting and Stock Option Agreement (Medjet Inc), Voting and Stock Option Agreement (Visx Inc)

Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of Parent and the other partiesCompany. Any purported Parent or Merger Sub may assign, in its sole discretion, any or all of its rights, interests and obligations under this Agreement to Parent, as applicable, or to any Subsidiary or affiliate of Parent, but no such assignment without the consent required pursuant to the preceding sentence shall be null and voidrelieve Parent or Merger Sub of any of its obligations hereunder. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors -55- 61 and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for Section 6.7 (Insurance; Indemnity), nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Merck & Co Inc)

Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law Law or otherwise) without the prior written consent of the other parties. Any purported assignment without ; provided, however, that either Parent or Purchaser (or both) may assign its rights hereunder to a wholly owned subsidiary of Parent; and, provided further that nothing shall relieve the consent required pursuant to the preceding sentence shall be null and voidassignor from its obligations hereunder. Subject to the second preceding sentence, this Table of Contents Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 6.9 which may be enforced directly by the beneficiaries thereof, nothing in this Agreement, expressed or implied, is intended to confer on any person Person other than the parties hereto or their respective successors heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Invitrogen Corp)

Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall under this Agreement may be assigned assigned, in whole or in part, by any of the parties hereto (whether by operation of law or otherwise) either party without the prior written consent of the other parties. Any party and any purported assignment without such prior written consent will be void; provided however, that the Investor may assign its rights or obligations hereunder to any of the other ORIX Parties without obtaining the prior written consent required pursuant of the Company, and the Investor shall cause such ORIX Party to become a party to this Agreement; provided, further, that no such assignment shall relieve the Investor of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto to the preceding sentence shall be null and voidInvestor. Subject to the second preceding sentencesentences, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall will be binding upon and shall upon, inure to the benefit of of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained Except as expressly provided in Section 2.2, this Agreement to the contrary, nothing in this Agreement, expressed shall not confer any rights or implied, is intended to confer on remedies upon any person Person other than the parties hereto or to this Agreement and their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliatespermitted assigns.

Appears in 1 contract

Samples: Governance Agreement (Ormat Technologies, Inc.)

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Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment without ; provided, however, that either Parent or Purchaser (or both) may assign its rights hereunder to a wholly-owned Subsidiary of Parent; and, provided further that nothing shall relieve the consent required pursuant to the preceding sentence shall be null and voidassignor from its obligations hereunder. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 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 hereto hereto, or their respective successors heirs, successors, executors, administrators and assigns assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simula Inc)

Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law Law or otherwise) without the prior written consent of the other parties. Any purported assignment without ; provided, however, that either Parent or Purchaser (or both) may assign its rights hereunder to a wholly owned subsidiary of Parent; and, provided further that nothing shall relieve the consent required pursuant to the preceding sentence shall be null and voidassignor from its obligations hereunder. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 6.9 which may be enforced directly by the beneficiaries thereof, nothing in this Agreement, expressed or implied, is intended to confer on any person Person other than the parties hereto or their respective successors heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioreliance Corp)

Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment without ; provided, however, that either Parent or Purchaser (or both) may assign its rights hereunder to a wholly owned subsidiary of Parent; and, further provided, that nothing shall relieve the consent required pursuant to the preceding sentence shall be null and voidassignor from its obligations hereunder. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 5.8, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto hereto, or their respective successors heirs, successors, executors, administrators and assigns assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cendant Corp)

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