Assignment; Binding Nature; No Beneficiaries Clause Samples

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any Party without the prior written consent of Purchaser, a Majority in Interest, and ▇▇▇▇▇▇▇▇▇▇▇▇▇; provided, however, that Purchaser may assign its rights hereunder to any direct or indirect wholly-owned subsidiary of Purchaser which assumes the obligations of Purchaser hereunder, but no such assignment shall relieve Purchaser of any such obligations, and further provided, that consideration provided for by Article 2 shall in any event be issued in shares of the original Purchaser hereunder which shall be the entity that sells shares to the underwriters pursuant to the Underwriting Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any party hereto without the written consent of Madden and Seller; provided, however, that Madden may assign its rights hereunder to any affiliate of Madden which assumes the obligations of Madden hereunder, but no such assignment shall relieve Madden of any such obligations. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. Except as otherwise expressly provided in Article XII, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any party hereto without the written consent of the other parties; provided, however, that Buyer may assign its rights hereunder to any affiliate of 3-D which assumes the obligations of Buyer hereunder, but no such assignment shall relieve Buyer or 3-D of any such obligations. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. Except as otherwise expressly provided in Article XI, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any Party hereto without the written consent of the other Parties hereto; provided, however, that Parent may assign its rights hereunder to any Affiliate of Parent that assumes the obligations of Parent hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. Except as otherwise expressly provided in Article IX, this Agreement shall not confer any rights or remedies upon any Person other than the Parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any party hereto without the written consent of the other parties. Notwithstanding the foregoing, Buyer or Baywood may assign this Agreement to an Affiliate. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. Except as otherwise expressly provided in Article IX, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any party hereto without the written consent of the other party hereto; provided, however, that Purchaser may assign its rights hereunder to any affiliate of the Purchaser that assumes the obligations of Purchaser hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.

Assignment; Binding Nature; No Beneficiaries. (a) This Agreement may not be assigned by any Party hereto (excluding any collateral assignment for the benefit of the Financing Sources and except as permitted by Section 6.17) without the written consent of the other Party hereto, except that (i) the indemnification and other rights hereunder of a Party may be assigned to any bank or other financial institution which is or becomes a lender to such Party or any of its successors and assigns and (ii) this Agreement or any portion hereof may be assigned by Purchaser to any of its Affiliates, any Purchaser Party or any Purchaser Assignee without the written consent of Seller or any Seller Party provided that Purchaser remains liable for any pre-closing obligations under this Agreement in accordance with Section 3.5. Any Purchaser Assignee, upon taking assignment, makes all applicable representations and warranties, and covenants to all applicable obligations, under this Agreement with regard to the Facilities and Purchased Assets being assigned to such Purchaser Assignee, except to the extent a Purchaser Assignee is not assigned or does not assume certain obligations under this Agreement. (b) Notwithstanding anything to the contrary, no assignment by Purchaser shall (i) expand any of Seller’s obligations and liabilities hereunder or change any of the terms or conditions of this Agreement, the Transaction Documents or the transactions contemplated by this Agreement or the Transaction Documents; and (ii) be made if it would reasonably be expected to prevent, or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement or the Transaction Documents. (c) Notwithstanding anything to the contrary, no assignment by Seller shall (i) expand any of Purchaser’s obligations and liabilities hereunder or change any of the terms or conditions of this Agreement, the Transaction Documents or the transactions contemplated by this Agreement or the Transaction Documents; (ii) relieve Seller of liability to Purchaser for all obligations and liabilities to be performed by or on behalf of Seller hereunder or pursuant to the Transaction Documents with respect to Purchaser and its Affiliates; and (iii) be made if it would reasonably be expected to prevent, or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement or the Transaction Documents. (d) Except as otherwise set forth herein, this Agreement shall be bin...

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any Party without the prior written consent of ASI and PaperClip. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any party hereto without the written consent of CALLISTO and Seller; provided, however, that CALLISTO may assign its rights hereunder to any direct or indirect wholly-owned subsidiary of CALLISTO which assumes the obligations of CALLISTO, hereunder, but no such assignment shall relieve CALLISTO of any such obligations. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. Except as otherwise expressly provided in Article VIII, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.