Assignment; Binding Effect; Severability. This Agreement may not be assigned by either party to this Agreement without the other party’s written consent. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives and permitted assigns of each party to this Agreement. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use best efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Cypress Semiconductor Corp /De/), Purchase and Sale Agreement (Cypress Semiconductor Corp /De/), Purchase and Sale of Assets Agreement (Cypress Semiconductor Corp /De/)
Assignment; Binding Effect; Severability. This Agreement may and the obligations thereunder shall not be assigned by either any party to this Agreement without the other party’s written consent. consent This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives and permitted assigns of each party to this Agreementhereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use best commercially reasonable efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.
Appears in 5 contracts
Samples: Asset Acquisition and Stockholders’ Agreement (McPi, Inc.), Asset Purchase Agreement, Asset Purchase Agreement
Assignment; Binding Effect; Severability. This Agreement may not be assigned by either any party to this Agreement hereto without the written consent of the other party’s written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives and permitted assigns of each party to this Agreementhereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either any party, in which event the parties shall use best efforts to arrive at an accommodation that which best preserves for the parties the benefits and obligations of the offending provision.
Appears in 4 contracts
Samples: Merger Agreement (C-Cor Inc), Acquisition Agreement (C-Cor Inc), Acquisition Agreement (C Cor Net Corp)
Assignment; Binding Effect; Severability. This Agreement may not be assigned by either party to this Agreement hereto without the other party’s 's written consent. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives and permitted assigns of each party to this Agreementhereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use best efforts Best Efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Elcotel Inc), Asset Purchase Agreement (Nastech Pharmaceutical Co Inc)
Assignment; Binding Effect; Severability. This Agreement may not be assigned by either any party to this Agreement hereto without the other party’s written consent. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives and permitted assigns of each party to this Agreementhereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable best efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.
Appears in 2 contracts
Samples: Shares Transfer Agreement (Lakeland Industries Inc), Loan Agreement (Lakeland Industries Inc)
Assignment; Binding Effect; Severability. This Agreement may not be assigned by either any party to this Agreement hereto without the written consent of the other party’s written consent. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives and permitted assigns of each party to this Agreementhereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable unenforceable, the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either any party, in which event the parties shall use best efforts Reasonable Efforts to arrive at an accommodation that which best preserves for the parties the benefits and obligations of the offending provision.
Appears in 1 contract
Samples: Agreement of Change in Corporate Structure (Cadapult Graphic Systems Inc)
Assignment; Binding Effect; Severability. This Agreement may not be assigned by either any party to this Agreement hereto without the written consent of the other party’s written consent. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives successors and permitted assigns of each party to this Agreementhereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either any party, in which event the parties shall use best efforts Best Efforts to arrive at an accommodation that which best preserves for the parties the benefits and obligations of the offending provision.
Appears in 1 contract
Assignment; Binding Effect; Severability. This Agreement may not be assigned by either any party to this Agreement hereto without the other party’s 's written consent. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives and permitted assigns of each party to this Agreementhereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use best efforts Best Efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.
Appears in 1 contract
Assignment; Binding Effect; Severability. This Agreement may not be assigned by either party to this Agreement Party without the other party’s Party's written consent. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted successors, legal representatives and permitted assigns of each party to this AgreementParty. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either partyParty, in which event the parties Parties shall use best efforts Reasonable Commercial Efforts to arrive at an accommodation that best preserves for the parties Parties the benefits and obligations of the offending provision.
Appears in 1 contract
Samples: Agreement for the Purchase and Sale of Assets (SCC Communications Corp)