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

Assignment; Binding Effect; Severability. Except in connection with a change of control, merger or other business combination involving Licensor, this Agreement may not be assigned by any Party 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 successors, legal representatives and permitted assigns of each Party hereto. 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 commercial 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: Support Services Agreement (Globalstar, Inc.), Support Services Agreement (Globalstar, Inc.)

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Assignment; Binding Effect; Severability. Except in connection with a change of control, merger or other business combination involving Licensor, this This Agreement may not be assigned by any Party hereto without the other Party’s written consent and any such purported assignment will be void without such written consent. This Agreement shall will be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party hereto. 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 will remain in full force and effect unless the deletion of such provision shall will cause this Agreement to become materially adverse to either Party, in which event the Parties shall use commercially reasonable commercial 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: Asset Purchase Agreement, Asset Purchase Agreement (Helios & Matheson Analytics Inc.)

Assignment; Binding Effect; Severability. Except in connection with a change of control, merger or other business combination involving Licensor, this This Agreement may not be assigned by any Party hereto party hereto, other than a successor entity to Subsidiary Corporation, without the written consent of the other Party’s written consentparty. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party party hereto. 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 Partyany party, in which event the Parties parties shall use reasonable commercial efforts Reasonable Efforts to arrive at an accommodation that which best preserves for the Parties parties the benefits and obligations of the offending provision.

Appears in 1 contract

Samples: Reorganization Agreement (United Heritage Corp)

Assignment; Binding Effect; Severability. Except in connection with a change of control, merger or other business combination involving Licensor, Neither this Agreement nor any rights or obligations hereunder may not be assigned or, except as provided for in Section 1.6, delegated by either party (directly, indirectly, by merger, consolidation, operation of law, or otherwise); provided, that either party may delegate the performance of any Party hereto without of the other Party’s written consent. This Agreement shall be binding upon and inure Services hereunder to the benefit any of and be enforceable by the successors, legal representatives and permitted assigns of each Party heretoits subsidiaries or affiliates. 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 Partyany party, in which event the Parties parties shall use reasonable commercial efforts to arrive at an accommodation that which best preserves for the Parties parties the benefits and obligations of the offending provision.

Appears in 1 contract

Samples: Transition Services Agreement (Travelers Property Casualty Corp)

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Assignment; Binding Effect; Severability. Except in connection with a change of control, merger or other business combination involving Licensor, this This Agreement may not be assigned by any Party party hereto without the other Partyparty’s written consentconsent except to a Subsidiary of such assigning party provided such assigning party guarantees the performance of such Subsidiary hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party party hereto. 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 reasonable commercial efforts to arrive at an accommodation accom modation that best preserves for the Parties parties the benefits and obligations of the offending provision.

Appears in 1 contract

Samples: Asset Purchase Agreement (NMS Communications Corp)

Assignment; Binding Effect; Severability. Except in connection with a change of control, merger or other business combination involving Licensor, this This Agreement may not be assigned by any Party party hereto without the other Partyparty’s written consentconsent except to a Subsidiary of such assigning party provided such assigning party guarantees the performance of such Subsidiary hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party party hereto. 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 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: Asset Purchase Agreement (Manitex International, Inc.)

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