Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon and will 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 or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 5 contracts
Samples: Merger Agreement (Innovex Inc), Merger Agreement (Fingerhut Companies Inc), Merger Agreement (Fingerhut Companies Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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; provided, however, that any assignment of this Agreement shall require the consent of the Special Committee. Subject to the preceding sentence, this Agreement will shall be binding upon and will shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained Except as specifically provided 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 person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 4 contracts
Samples: Information Statement (Allmerica Financial Corp), Information Statement (Allmerica Financial Corp), Information Statement (Allmerica Financial Corp)
Assignment; Binding Effect. Neither Except as set forth herein, neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will upon, inure to the benefit of of, and be enforceable by, 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 person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 4 contracts
Samples: Voting Agreement (Watson Pharmaceuticals Inc), Voting Agreement (Watson Pharmaceuticals Inc), Voting Agreement (Watson Pharmaceuticals Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Worldwide Web Networx Corp), Merger Agreement (Artra Group Inc), Merger Agreement (MTL Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will be binding upon and will shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 5.85.5, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (International Paper Co /New/), Merger Agreement (International Paper Co /New/), Merger Agreement (Shorewood Packaging Corp)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.85.10, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Alberto Culver Co), Merger Agreement (Worth John R)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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, 7.12 and Section 7.15 nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cra Managed Care Inc), Agreement and Plan of Reorganization (Occusystems Inc)
Assignment; Binding Effect. Neither this Agreement nor any of -------------------------- the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 5.8Sections 1.4, 1.5 and 1.6, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Avantgo Inc), Merger Agreement (Avantgo Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, contrary (except for the provisions of as provided in Section 5.86.13), nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Engineering Measurements Co)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests interests, or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 5.8, nothing Nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto and other named beneficiaries of covenants or agreements in this Agreement, or their respective heirs, successors, executors, administrators administrators, and assigns any rights, remedies, obligations obligations, or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Industrialex Manufacturing Corp), Stock Purchase Agreement (Industrialex Manufacturing Corp)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.87.6 and Section 7.8, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (FTD Inc), Merger Agreement (FTD Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests interests, or obligations hereunder will under this Agreement may be assigned by any of the parties hereto either Party (whether by operation of law or otherwise) without the prior written consent of the other partiesParty, and any purported assignment in violation of this clause will be void, provided that this Section 7 (c) shall not limit DESIS’ authority to cause other persons to perform its obligations as expressly set forth in Section 2 above. Subject to the preceding sentenceabove, this Agreement will shall be binding upon and will upon, inure to the benefit of of, and be enforceable by the parties hereto Parties 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 or their respective heirs, legal representatives, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreementpermitted assigns.
Appears in 2 contracts
Samples: Services Agreement (DESRI Inc.), Services Agreement (DESRI Inc.)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.85.11, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Endovascular Technologies Inc), Merger Agreement (Guidant Corp)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 5.8Sections 2.4, 2.5, and 2.6, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Intertrust Technologies Corp), Merger Agreement (Fidelio Acquisition Co LLC)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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, except that Parent may assign its rights hereunder to any of its direct or indirect wholly-owned subsidiaries, including Merger Sub. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 Nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Support Agreement (Mony Group Inc), Support Agreement (Guidant Corp)
Assignment; Binding Effect. Neither this Agreement nor any of -------------------------- the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Investment Fund Iii Lp), Merger Agreement (MTL Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.85.13, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Lockheed Martin Corp), Agreement and Plan of Merger (Northrop Grumman Corp)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests interests, or obligations obligations, hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 Nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto and certain stockholders of the Company and other named beneficiaries of covenants or agreements in the Agreement, or their respective heirs, successors, executors, administrators administrators, and assigns any rights, remedies, obligations obligations, or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Bill Barrett Corp), Merger Agreement (Grey Wolf Inc)
Assignment; Binding Effect. Neither this Agreement nor any of -------------------------- the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will be binding upon and will shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 5.85.5, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wesley Jessen Visioncare Inc), Agreement and Plan of Merger (Novartis Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, contrary (except for the provisions of as provided in Section 5.86.14), nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Engineering Measurements Co), Merger Agreement (Advanced Energy Industries Inc)
Assignment; Binding Effect. Neither this Agreement nor -------------------------- any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.85.10, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Lion Brewery Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.85.13, 5.16 and 5.17, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the -------------------------- rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.85.10, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Firecom Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon and will 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 5.85.14, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Meyer Fred Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests interests, or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 Nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or certain stockholders of Insynq and other named beneficiaries of covenants or agreements in the Agreement, or their respective heirs, successors, executors, administrators administrators, and assigns any rights, remedies, obligations obligations, or liabilities under or by reason of this Agreement.
Appears in 1 contract
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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, Article IV nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Assignment; Binding Effect. Neither this Agreement nor any of -------------------------- the rights, interests or obligations hereunder will be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon and will 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 5.86.13, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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, which consent shall not be unreasonably withheld. Subject to the preceding sentence, this Agreement will shall be binding upon and will shall inure to the benefit of the parties hereto and their respective permitted 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 person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Watson Pharmaceuticals Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.87.12 and Section 7.16, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Disney Walt Co)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests interests, or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 Nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto and other named beneficiaries of covenants or agreements in this Agreement, or their respective heirs, successors, executors, administrators administrators, and assigns any rights, remedies, obligations obligations, or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Industrialex Manufacturing Corp)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon and will 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 5.85.11, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Power Test Investors LTD Partnership)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other partiesparties or as contemplated by the Plan of Merger. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Entrade Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.85.9, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.8Sections 2.3(f), 5.13 and 8.6 nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Red Lion California LTD Partnership)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 5.87.6, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will be binding upon and will 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 5.85.9, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (International Rectifier Corp /De/)
Assignment; Binding Effect. Neither this Agreement nor any of the -------------------------- rights, interests or obligations hereunder will be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon and will 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 5.86.10 and 6.11, nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will upon, inure solely to the benefit of of, and be enforceable by, the parties hereto and their respective permitted 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 or shall confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, benefits, remedies, obligations or liabilities of any nature whatsoever under or by reason of this Agreement.
Appears in 1 contract
Samples: Voting and Support Agreement (Cornerstone OnDemand Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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, Article 10 nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests interests, or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 Nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or certain stockholders of HTI or Acquirer and other named beneficiaries of covenants or agreements in the Agreement, or their respective heirs, successors, executors, administrators administrators, and assigns any rights, remedies, obligations obligations, or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Asset Transfer Agreement (HeartSTAT Technology, Inc.)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon and will 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 5.88.1, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Modtech Holdings Inc)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests interests, or obligations hereunder will 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. Subject to the preceding sentence, this Agreement will shall be binding upon and will 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 Nothing in this Agreement, expressed or implied, is intended to confer on any Person person other than the parties hereto or certain stockholders of Aptus and other named beneficiaries of covenants or agreements in the Agreement, or their respective heirs, successors, executors, administrators administrators, and assigns any rights, remedies, obligations obligations, or liabilities under or by reason of this Agreement.
Appears in 1 contract