Common use of Assignment, Successors and No Third Party Rights Clause in Contracts

Assignment, Successors and No Third Party Rights. The Seller Parties expressly acknowledge and agree that Purchaser may assign all of its rights under this Agreement to an affiliate of Purchaser or a third party without the prior written consent of the Seller Parties, provided that such affiliate or third party performs all of Purchaser’s covenants and obligations contained herein, and Purchaser expressly acknowledges and agrees that the Seller Parties may assign all of their rights under Section 1.5, whether such assignment takes place before or after Closing, without Purchaser’s express prior written consent, provided that such assignment shall not relieve the Seller Parties of their obligations and covenants contained in this Agreement. Subject to the foregoing, no party may assign any of its rights or obligations under this Agreement without the prior written consent of the others, which consent will not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

Assignment, Successors and No Third Party Rights. The Seller Parties expressly acknowledge This Agreement binds and agree benefits the parties and their respective successors and assigns, except that Purchaser no party may assign all of its any rights under this Agreement, or delegate any performance of its obligations under this Agreement to an affiliate whether by operation of Purchaser law or a third party otherwise, without the prior written consent of the Seller Parties, provided other party (except that such affiliate or third party performs all of Purchaser’s covenants and obligations contained herein, and (i) Purchaser expressly acknowledges and agrees that the Seller Parties may assign all of their rights under Section 1.5, whether such assignment takes place before or after Closing, without Purchaser’s express prior written consent, provided that such assignment shall not relieve the Seller Parties of their obligations and covenants contained in this Agreement. Subject to the foregoing, no party may assign any delegate performance of its rights or obligations under this Agreement without the prior written consent of the othersSellers if any Person to whom Purchaser assigns or delegates its obligations hereunder complies with Section 5.9, in which consent will not event Purchaser and such Person shall be unreasonably withheld or delayed. Subject and remain jointly and severally liable to the foregoing, Sellers for the performance of the Purchaser’s obligations under this Agreement will apply and the Ancillary Agreements and (ii) in the event of a Seller Sale, the Sellers may assign to the buyer in such Seller Sale the Sellers’ rights to receive performance of any obligations of Purchaser under this Agreement remaining to be performed after the date of consummation of such Seller Sale if the buyer in such Seller Sale assumes in writing (which shall be addressed to, be binding in all respects uponand directly enforceable by, and inure Purchaser) prior to the benefit consummation of any such Seller Sale any and all of the successors Sellers’ obligations under this Agreement and permitted assigns the Ancillary Agreements). Any purported assignment or delegation in contravention of the partiesforegoing shall be void. Nothing expressed or referred to in this Agreement will be construed to give any person Person, other than the parties to this Agreement Agreement, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties except such rights as may inure to a successor or permitted assignee under this Agreement and their successors and assignsSection 9.5.

Assignment, Successors and No Third Party Rights. The Seller This Agreement binds and benefits the Parties expressly acknowledge and agree their respective successors and assigns, except that Purchaser neither Party may assign all of its any rights under this Agreement to an affiliate Agreement, whether by operation of Purchaser Law or a third party otherwise, without the prior written consent of the Seller Parties, provided other Party; except that after the Closing either Party may assign such affiliate or rights to any third party performs that acquires after the Closing a majority of the outstanding equity interests or all or substantially all of Purchaser’s covenants the business assets of such Party; and obligations contained herein, and Purchaser expressly acknowledges and agrees provided further that the Seller Parties may Purchaser shall be entitled to collaterally assign all of their its rights under Section 1.5, whether such assignment takes place before this Agreement to any lender or after Closing, without Purchaser’s express prior written consent, provided lenders that such assignment shall not relieve provide financing used to fund the Seller Parties Purchase Price. No Party may delegate any performance of their its obligations and covenants contained in under this Agreement. Subject , except that a Party may at any time delegate the performance of its obligations hereunder (other than the obligation to pay the Purchase Price with respect to the foregoing, no party may assign Purchaser) to any of its Affiliates, so long as the delegating Party remains fully responsible for the performance of any delegated obligation. In the event of any assignment of rights or delegation of obligations under permitted pursuant to this Agreement without Section 12.5, the prior written consent assigning or delegating Party shall promptly notify the other Party in writing of the others, which consent will not be unreasonably withheld any such assignment or delayed. Subject to the foregoing, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the partiesdelegation. Nothing expressed or referred to in this Agreement will be construed to give any person Person, other than the parties to this Agreement Parties, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement except such rights as (a) an Affiliate Indemnified Party may have pursuant to Section 5.14 and all of its provisions and conditions are for the sole and exclusive benefit of the parties (b) may inure to a successor or permitted assignee under this Agreement and their successors and assignsSection 12.5.

Assignment, Successors and No Third Party Rights. The Seller Parties expressly acknowledge and agree that Purchaser may assign all of its rights under this Agreement to an affiliate of Purchaser or a third party without the prior written consent of the Seller Parties, provided that such affiliate or third party performs all of Purchaser’s covenants and obligations contained herein, and Purchaser expressly acknowledges and agrees that the Seller Parties may assign all of their rights under Section 1.5, whether such assignment takes place before or after Closing, without Purchaser’s express prior written consent, provided that such assignment shall not relieve the Seller Parties of their obligations and covenants contained in this Agreement. Subject to the foregoing, no Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the othersother party; provided, which consent will not be unreasonably withheld or delayed. Subject to the foregoinghowever, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and that Seller may assign all of its provisions and conditions are for the sole and exclusive benefit rights or delegate any of the parties to its obligations under this Agreement and their successors any of the documents relating to the Contemplated Transaction (e.g., without limitation, the Promissory Note, the Assignment and assignsAssumption Agreement and the Assignment and Assumption of Lease) to Buyer’s parent corporation, Invitrogen Corporation, provided that Invitrogen Corporation shall assume all such rights in full, and further provided that Buyer may assign all of its rights or delegate any of its obligations under this Agreement to a Buyer Affiliate, without the prior written consent of the Seller, so long as (1) at least three (3) business days prior to such assignment, Seller shall be advised in writing by Buyer of the identity of the assignee and its qualification as a Buyer Affiliate, and shall receive a copy of any assignment documents or, in the absence of such document(s), of a summary of the terms of assignment; and (2) solely in the event that the value of such Buyer Affiliate’s assets minus its liabilities is materially less than Buyer’s at the time of such assignment, Buyer shall remain responsible for all of its obligations under this Agreement and shall be liable under all post-Closing obligations to the Seller pursuant to the terms of any document relating to the Contemplated Transactions (e.g., without limitation, the Promissory Note, the Assignment and Assumption Agreement and the Assignment and Assumption of Lease), provided that Buyer shall provide Seller with competent written proof that the value of Buyer’s Affiliate’s assets minus its liabilities is substantially equal to or greater than those of Buyer at least three (3) business days prior to such assignment if Buyer is not to remain liable under this subsection 13.8(2).