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: Merger Agreement (Global Imaging Systems Inc), Merger Agreement (Xerox Corp)
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: Merger Agreement (Clearwater Paper Corp), Merger Agreement (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 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 (a) as provided in Section 7.5 6.6 (Directors’ and Officers’ Indemnification and Insurance) hereofhereof and (b) the provisions of Article II concerning payment of the aggregate Merger Consideration, which shall inure to the benefit of the Company Stockholders but, prior to the Effective Time, may only be enforced by the Company 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 hereto, any rights or remedies under or by reason of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Digital Cinema Destinations Corp.)
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
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: Merger Agreement (Adobe Systems Inc)