Common use of Assignment; Binding Effect Clause in Contracts

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other parties; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, except that each of Merger Sub and Parent may assign assign, in its sole discretion, any of their rights hereunder or all of its rights, interest and obligations under this agreement to a wholly owned Parent or to any direct or indirect Subsidiary wholly-owned subsidiary of Parent without the prior written consent of the CompanyParent, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted Parent shall cause Merger Sub, and any assignee thereof, to perform its obligations under this Section shall be null and voidAgreement.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other parties; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties; provided, however, except that each of Merger Sub and Parent may assign assign, in its sole discretion, any of their rights hereunder or all of its rights, interest and obligations under this Agreement to a wholly owned Parent or to any direct or indirect Subsidiary wholly owned subsidiary of Parent without the prior written consent of the CompanyParent, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted Parent shall cause Merger Sub, and any assignee thereof, to perform its obligations under this Section Agreement and shall be null and voidresponsible for any failure of Merger Sub or such assignee to comply with any representation, warranty, covenant or other provision of this Agreement.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties; provided, however, except that each of Merger Sub and Parent may assign any of their its rights and interests hereunder to a wholly Parent or to any wholly-owned direct or indirect Subsidiary subsidiary of Parent without the prior written consent of the CompanyParent, but provided that no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunderhereunder if such assignee does not perform such obligations. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 4(g) shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties Parties hereto without the prior written consent of the other partiesParties; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties; provided, however, except that each of Parent and Merger Sub and Parent may assign assign, in its sole discretion, any of their rights hereunder or all of its rights, interest and obligations under this Agreement to a wholly owned direct Parent or indirect Subsidiary any of Parent without the prior written consent of the Companyits Affiliates, but no such assignment shall relieve Parent or Merger Sub of any the assigning party of its obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted Parent shall cause Merger Sub, and any assignee thereof, to perform its obligations under this Section Agreement and shall be null and voidresponsible for any failure of Merger Sub or such assignee to comply with any representation, warranty, covenant or other provision of this Agreement.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other parties; provided, however, that each of Parent and each Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but no such assignment shall relieve Parent or such Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties; provided, however, except that each of Merger Sub and Parent may assign assign, in its sole discretion, any of their rights hereunder or all of its rights, interest and obligations under this Agreement to a wholly owned Parent or to any direct or indirect Subsidiary wholly owned subsidiary of Parent without the prior written consent of the CompanyParent, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other parties; provided, however, that each of (i) Merger Sub and Parent may assign any of their its rights and delegate any of its obligations hereunder to a wholly owned direct or indirect Subsidiary of Parent ETP without the prior written consent of the Company, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunderhereunder and (ii) ETP may assign any of its rights (but not delegate any of its obligations) under this Agreement to one or more wholly owned direct or indirect subsidiaries of ETP without the prior written consent of the Company. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other parties; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto Parties without the prior written consent of the other partiesParties; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Assignment; Binding Effect. Neither this This Agreement nor and the rights hereunder are not assignable (whether by operation of law or otherwise) unless such assignment is consented to in writing by each of Parent, Merger Sub and the Company and any of the rights, interests or obligations hereunder attempt to make any such assignment without such consent shall be assigned or delegated by any of the parties hereto without the prior written consent of the other partiesnull and void; provided, however, that each of Parent and Merger Sub Sub, on the one hand, and Parent the Company, on the other hand, may without such consent, assign in writing, directly or indirectly, their or its respective rights (but not their or its respective obligations) hereunder to any of their rights hereunder to a or its respective wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but Subsidiaries (provided that no such assignment shall relieve Parent or Merger Sub such parties of any of its their obligations hereunder). Subject to the first sentence of this Section 8.8preceding clause, this Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other partiesparties except that Parent or Purchaser may assign any of their rights, interests or obligations hereunder to any of their Affiliates or to any financial institution providing financing to pay all or a portion of the Merger Consideration or in connection with any sale of all or substantially all of the assets or stock of Parent or Purchaser, including by way of merger; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but no such assignment shall not relieve Parent or Merger Sub of any of its Purchaser from their respective obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 8.4 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties Parties hereto without the prior written consent of the other partiesParties; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the upon prior written consent of notice to the Company, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.89.8, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 9.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, parties except that each of the Merger Sub and Parent may assign assign, in its sole discretion, any of their rights hereunder or all of its rights, interests and obligations under this Agreement to a any wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but Parent; provided that no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, and any purported assignment in contravention hereof shall be null and void ab initio; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to this Agreement (in whole but not in part) in connection with a wholly owned direct or indirect Subsidiary of Parent without the prior written consent permitted assignment of the CompanyMerger Agreement by Merger Sub, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunderas applicable. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties Parties hereto without the prior written consent of the other partiesParties; provided, however, provided that each of Merger Sub and Parent Acquiror may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the upon prior written consent of notice to the Company, but no such assignment shall relieve Parent Parent, Acquiror or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.89.8, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 9.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto Parties (whether by operation of Law or otherwise) without the prior written consent of the other parties; providedParties, however, except that each of the Parent and Merger Sub and Parent may assign assign, in its sole discretion, any of their rights hereunder or all of its rights, interest and obligations under this Agreement to a wholly owned direct Parent or indirect Subsidiary any of Parent without the prior written consent of the Companyits Affiliates, but no such assignment shall relieve Parent or Merger Sub of any the assigning Party of its obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties and their respective successors and assigns. Any purported assignment not permitted Parent shall cause Merger Sub, and any assignee thereof, to perform its obligations under this Section Agreement and shall be null and voidresponsible for any failure of Merger Sub or such assignee to comply with any representation, warranty, covenant or other provision of this Agreement.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties Parties hereto without the prior written consent of the other partiesParties; provided, however, that each of Merger Sub and Parent Acquiror may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the upon prior written consent of notice to the Company, but no such assignment shall relieve Parent Parent, Acquiror or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.89.8, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 9.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties; provided, however, except that each of Merger Sub and Parent may assign any or all of their rights its rights, interests and obligations hereunder to a wholly owned one or more direct or indirect Subsidiary wholly-owned Subsidiaries of Parent without the prior written consent of the CompanyParent, or a combination thereof, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section shall be null and void.

Assignment; Binding Effect. Neither Except as contemplated by the last sentence of Section 7.3(a), neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, provided that each of Parent and Merger Sub and Parent may assign any all of their rights hereunder under this Agreement or any related documents to a wholly owned direct or indirect Subsidiary any Lender as collateral security. For the avoidance of Parent without the prior written consent doubt, any assignee shall be bound by Section 8.4 of the Company, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunderthis Agreement. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall under this Agreement may be assigned or delegated delegated, in whole or in part, by any of the parties hereto party without the prior written consent of the other partiesparties and the Company (at the direction of the Special Committee), and any such assignment without such prior written consent shall be null and void; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder this Agreement to the same assignee in connection with a wholly owned direct or indirect Subsidiary of Parent without the prior written consent permitted assignment of the Company, but no such assignment shall relieve Merger Agreement by Parent or Merger Sub of any of its obligations hereunderin accordance with the terms therein. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section shall be null assigns and, in the case of each Rollover Shareholder, its or his estate, heirs, beneficiaries, personal representatives and voidexecutors.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other parties; provided, however, that each of Merger Sub and Parent may assign any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Company, but no such assignment - 77 - shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other parties; provided, however, that each of Merger Sub and Parent may assign any of their its rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the CompanyBRE or any other party hereto, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.89.7, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 9.7 shall be null and void.

Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, except that each of Merger Sub may assign, in its sole discretion, any or all of its rights, interests and Parent may assign obligations under this Agreement to any of their rights hereunder to a wholly owned direct or indirect Subsidiary of Parent without the prior written consent of the Companyor Merger Sub, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Subject to the first sentence of this Section 8.8preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section shall be null and void.