Common use of Assignment; Binding Nature; No Beneficiaries Clause in Contracts

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.

Appears in 8 contracts

Sources: Contribution Agreement (General Maritime Ship Holdings LTD), Contribution Agreement (General Maritime Corp/), Contribution Agreement (General Maritime Ship Holdings LTD)

Assignment; Binding Nature; No Beneficiaries. This Agreement may not be assigned by any Party hereto without the prior written consent of Purchaser, a Majority in Interest, and ▇▇▇▇▇▇▇▇▇▇▇▇▇the other Parties hereto; provided, however, that the Purchaser may assign its rights hereunder after the Execution Date to any direct or indirect wholly-owned subsidiary Affiliate of the Purchaser which that expressly assumes the obligations in writing of the Purchaser hereunder and has the creditworthiness to meet its obligations hereunder; provided, but no such assignment however, that (a) neither the Purchaser nor the Guarantor shall relieve be released from their respective obligations hereunder and each of the Purchaser and Guarantor shall guarantee performance of any such obligationsthe assignee, and further provided(b) true, that consideration provided for by Article 2 shall in any event be issued in shares correct and complete copies of the original Purchaser hereunder which shall be the entity that sells shares all executed assignment and assumption agreements are delivered to the underwriters pursuant to the Underwriting AgreementSeller Representative. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties Parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. This Except as otherwise expressly provided in Article XI, this Agreement shall not confer any rights or remedies upon any Person other than the parties Parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns.

Appears in 1 contract

Sources: Asset Purchase Agreement (Kindred Healthcare, Inc)