Common use of Assignment; Reliance of Other Parties Clause in Contracts

Assignment; Reliance of Other Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of law or otherwise) without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns; provided, however, that each of the Parent and the Purchaser may assign their rights and obligations hereunder to any direct or indirect wholly owned subsidiary of the Parent to the extent the Purchaser and/or the Parent, as applicable, agree to remain liable for the performance of such wholly owned subsidiary of its obligations hereunder. Except as provided in Section 7.5 (Directors’ and Officers’ Indemnification and Insurance) hereof, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xerox Corp), Agreement and Plan of Merger (Global Imaging Systems Inc)

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Assignment; Reliance of Other Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of law Law or otherwise) without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns; provided, however, that each of the Parent and the Purchaser Merger Sub may assign their rights and obligations hereunder to any direct or indirect wholly wholly-owned subsidiary Subsidiary of the Parent to the extent the Purchaser Merger Sub and/or the Parent, as applicable, agree to remain liable for the performance of such wholly wholly-owned subsidiary Subsidiary of its obligations hereunder. Except as provided in Section 7.5 6.7 (Directors’ and Officers’ Indemnification and InsuranceIndemnification) hereof, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)

Assignment; Reliance of Other Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of law Law or otherwise) without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns; provided, however, that each of the Parent and the Purchaser may assign their rights and obligations hereunder to any direct or indirect wholly owned subsidiary of the Parent to the extent the Purchaser and/or the Parent, as applicable, agree to remain liable for the performance of such wholly owned subsidiary of its obligations hereunder. Except (i) as provided in Section 7.5 (Directors’ and Officers’ Indemnification and Insurance) hereofhereof and (ii) the provisions of Articles I and III concerning payment of the aggregate Offer Price and Acquisition Consideration, which shall inure to the benefit of the Seller but, prior to the Effective Time, may only be enforced by Seller acting on their behalf, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Aquisition, Agreement and Plan of Acquisition (Galenfeha, Inc.)

Assignment; Reliance of Other Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of law or otherwise) without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns; , provided, however, that each of the Parent and the Purchaser may assign their rights and obligations hereunder to any direct or indirect wholly owned subsidiary of the Parent to the extent the Purchaser and/or the Parent, as applicable, agree to remain liable for the performance of such wholly owned subsidiary of its obligations hereunder. Except (i) as provided in Section 7.5 (Directors’ and Officers’ Indemnification and Insurance) hereofhereof and (ii) the provisions of Article II concerning payment of the Merger Consideration, which shall inure to the Seller’s stockholders but, prior to the Effective Time, may only be enforced by the Seller acting on their behalf, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digitas Inc), Agreement and Plan of Merger (Digitas Inc)

Assignment; Reliance of Other Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of law Law or otherwise) without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void; provided, however, that each of Parent and Purchaser may assign their rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of Parent to the extent Purchaser and/or Parent, as applicable, agree to remain liable for the performance of such wholly owned Subsidiary of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns; provided, however, that each of the Parent and the Purchaser may assign their rights and obligations hereunder to any direct or indirect wholly owned subsidiary of the Parent to the extent the Purchaser and/or the Parent, as applicable, agree to remain liable for the performance of such wholly owned subsidiary of its obligations hereunder. Except as provided in Section 7.5 (Directors’ and Officers’ Indemnification and Insurance) hereof, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Med Technologies Inc)

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Assignment; Reliance of Other Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of law Law or otherwise) without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns; provided, however, that each of the Parent and the Purchaser may assign their its rights and obligations hereunder to any direct or indirect wholly owned subsidiary Subsidiary of the Parent to the extent the Purchaser and/or the Parent, as applicable, agree to remain liable for the performance of such wholly owned subsidiary Subsidiary of its obligations hereunder. Except as provided in Section 7.5 (Directors’ and Officers’ Indemnification and Insurance) hereof7.5, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adobe Systems Inc)

Assignment; Reliance of Other Parties. Neither this Agreement nor any of the rights, interests interests, or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of law or otherwise) without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of of, and be enforceable by the parties and their respective successors and assigns; provided, however, that each of the Parent and the Purchaser may assign their rights and obligations hereunder to any direct or indirect wholly owned subsidiary of the Parent to the extent the Purchaser and/or the Parent, as applicable, agree to remain liable for the performance of such wholly owned subsidiary of its obligations hereunder. Except as provided in Section 7.5 (Directors’ and Officers’ Indemnification and Insurance) hereof, this This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Agreement, except with respect to the following sections of this Agreement (in each case, only after the Closing): (i) Article I regarding the Upstream Merger and Section 6.17 (Reorganization), (ii) Section 6.7 (Directors’ and Officers’ Indemnification and Insurance) and (iii) Section 6.19 (Director).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ansys Inc)

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