Assignment; Successors and Assigns; No Third Party Rights. This Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, however, that any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 3 contracts
Samples: Purchase Agreement (Logimetrics Inc), Purchase Agreement (Logimetrics Inc), Purchase Agreement (Brand Charles S)
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not not, without the prior written consent of the other parties hereto, be assigned by operation of law Law or otherwise, and any attempted assignment shall be null and void; provided. Subject to the foregoing, however, that any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the Parent Indemnified Parties, the Seller Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 3 contracts
Samples: Merger Agreement (Universal Business Payment Solutions Acquisition Corp), Merger Agreement (Universal Business Payment Solutions Acquisition Corp), Merger Agreement (Universal Business Payment Solutions Acquisition Corp)
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not not, without the prior written consent of the other Parties (for the avoidance of doubt including Parent), be assigned by operation of law Law or otherwise, and any attempted assignment shall be null and void; provided, however, that any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a partyvoid ab initio. This Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. This Agreement shall be is for the sole benefit of the parties to this Agreement Parties and their respective heirssuccessors and permitted assigns, successorsand nothing herein, permitted assigns and legal representatives and express or implied, is not intended, nor intended to or shall be construed, to give confer upon any Person, Person other than the parties hereto and Parties or their respective heirs, successors, successors and permitted assigns and legal representatives, any legal or equitable rightrights, remedy remedies or claim hereunderbenefits of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each of the Released Persons and their respective heirs and assigns are intended to be third party beneficiaries of and shall be entitled to rely on and enforce Section 5.
Appears in 2 contracts
Samples: Voting and Support Agreement (Tempur Sealy International, Inc.), Voting and Support Agreement (Tempur Sealy International, Inc.)
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, however, that any . The Purchaser may assign all of its rights under this Agreement (or to any interest herein) to one or more Permitted Transferees so long as of its Affiliates; provided such Affiliate assumes all of the obligations of the Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a partyhereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not not, without the prior written consent of the other parties hereto, be assigned by operation of law Law or otherwise, and any attempted assignment shall be null and void; provided, however, provided that any Purchaser Parent may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents hereunder to which it is a party. This Agreement shall be binding upon and inure an Affiliate so long as Parent remains obligated to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representativesperform its obligations hereunder. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirssuccessors and permitted assigns, successorsand except for Section 5.5, permitted assigns Section 10.5 and legal representatives and Article VIII, nothing herein is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, howeverthat Newco may, that without such written consent assign, directly or indirectly, any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees all of its rights and obligations under hereunder to any of its Affiliates. Subject to the other Transaction Documents to which it is a party. This foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Samples: Merger Agreement (Sealy Corp)
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not not, without the prior written consent of the other parties hereto, be assigned by operation of law Law or otherwise, and any attempted assignment shall be null and void; provided. Subject to the foregoing, however, that any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the Parent Indemnified Parties, the Company Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Samples: Merger Agreement (JetPay Corp)
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, however, that any . The Purchaser may assign all of its rights under this Agreement (or to any interest herein) to one or more Permitted Transferees so long as Affiliate; provided such Affiliate assumes all of the obligations of the Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a partyhereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, however, that any Purchaser . Buyer may assign all of its rights under this Agreement (or to any interest herein) to one or more Permitted Transferees so long as Affiliate; provided such Purchaser also assigns to such Permitted Transferees its rights and Affiliate assumes all of the obligations under the other Transaction Documents to which it is a partyof Buyer hereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Photonic Products Group Inc)
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not not, without the prior written consent of the other Parties, be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided. Subject to the foregoing, however, that any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a party. This Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives. This Except as set forth in Section 7.2 hereof, this Agreement shall be for the sole benefit of the parties to this Agreement Parties and their Affiliates (including the Buyer Designees) and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto Parties and their Affiliates (including the Buyer Designees) and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Samples: Purchase Agreement (Hardinge Inc)
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, however, that any Purchaser . The Parent and the Acquisition Sub may assign all of their respective rights under this Agreement (to any Affiliate; provided such Affiliate assumes all of the obligations of the Parent or any interest herein) to one or more Permitted Transferees so long the Acquisition Sub hereunder, as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a partyapplicable. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cunningham Graphics International Inc)
Assignment; Successors and Assigns; No Third Party Rights. This Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, however, that any the Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a partyTransferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not be assigned by operation of law or otherwiseassigned, and any attempted assignment shall be null and void; provided, however, that any Purchaser . Buyer may assign all of its rights under this Agreement (or to any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a partySubsidiary of Buyer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder; provided, however, that ARTICLE VII shall also be for the benefit of Buyer Indemnified Parties and Seller Indemnified Parties.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Volt Information Sciences, Inc.)
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise expressly provided herein, this Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, however, that any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns (as permitted assigns above) and legal representatives. This Except as otherwise expressly provided herein, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, assigns (as permitted assigns above) and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns (as permitted above) and legal representatives, any legal or equitable right, remedy or claim hereunder; provided, however, that the parties hereto hereby acknowledge and agree that any Indemnified Party shall be an express and intended third-party beneficiary of ARTICLE IX.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not not, without the prior written consent of the other parties hereto, be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided. Subject to the foregoing, however, that any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement Agreement, the Parent Indemnitees, the Member Indemnitees and the Company Securityholders and their respective heirs, successors, permitted assigns and legal representatives representatives, and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, Person any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. This Except as otherwise provided herein, this Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void; provided, however, that any . The Purchaser may assign all of its rights under this Agreement (or to any interest herein) to one or more Permitted Transferees so long as Affiliate; provided such Affiliate assumes all of the obligations of the Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a partyhereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract