Common use of Assignment; Successors in Interest Clause in Contracts

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser, to a successor (or surviving entity to a merger) upon the sale of all or substantially all of its assets or business, or to its lenders under its credit facilities. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Appears in 2 contracts

Samples: Stock Purchase Agreement (ExamWorks Group, Inc.), Stock Purchase Agreement (ExamWorks Group, Inc.)

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Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser, to a successor (or surviving entity to a merger) upon the sale of all or substantially all of its assets or business, or to its lenders under its credit facilities; provided such assignment does not relieve the Purchaser of any obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (ExamWorks Group, Inc.)

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall under this Agreement will be made except with the prior written consent of the other PartiesParties to this Agreement; provided provided, however, that the Purchaser Purchasers shall, without the obligation to obtain the prior written consent of any other PartyParty to this Agreement, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to any one (1) or more Affiliates of the Purchaser, Purchasers and/or as collateral to a successor (or surviving entity to a merger) upon any Person providing financing for the sale of all or substantially all of its assets or business, or to its lenders under its credit facilitiestransactions contemplated by this Agreement. This Agreement shall will be binding upon and shall will inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall will also be a reference to the successors and a successor or permitted assigns thereofassign.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (PRGX Global, Inc.)

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall under this Agreement will be made except with the prior written consent of the other PartiesParties to this Agreement; provided provided, however, that the Purchaser shall, without the obligation to obtain the prior written consent of any other PartyParty to this Agreement, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to any one (1) or more Affiliates of the Purchaser, Purchaser and/or as collateral to a successor (or surviving entity to a merger) upon any Person providing financing for the sale of all or substantially all of its assets or business, or to its lenders under its credit facilitiestransactions contemplated by this Agreement. This Agreement shall will be binding upon and shall will inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall will also be a reference to the successors and a successor or permitted assigns thereofassign.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PRGX Global, Inc.)

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder under this Agreement shall be made except with the prior written consent of the other PartiesParties to this Agreement; provided provided, however, that the Purchaser shallmay assign any or all of its rights, obligations and interests hereunder without the obligation to obtain the prior any such written consent to any Affiliate of the Purchaser or to any other Party, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser, ’s lenders as security for any obligations arising in connection with the financing of the transactions contemplated hereby so long as the Purchaser continues to a successor (or surviving entity to a merger) upon the sale of all or substantially all of its assets or business, or to its lenders under its credit facilitiesremain liable hereunder. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and a successor or permitted assigns thereofassign.

Appears in 1 contract

Samples: Securities Purchase Agreement (Addus HomeCare Corp)

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all or any part of its rights (or its obligations hereunder hereunder) to one or more Affiliates of the Purchaser, to a successor (or surviving entity to a merger) upon the sale of all or substantially all of its assets or business, or to its lenders under its credit facilities; provided that in no event shall such assignment relieve the Purchaser or the Parent of either of their obligations to the Seller and the Partner Parties hereunder. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (ExamWorks Group, Inc.)

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of Purchaser but in such event shall be jointly and severally liable with the Purchaser, to a successor (or surviving entity to a merger) upon transferee for all obligations of the sale of all or substantially all of its assets or business, or to its lenders under its credit facilitiesPurchaser hereunder. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sunlink Health Systems Inc)

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Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other PartyParties, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser; provided, to a successor (or surviving entity to a merger) upon the sale of all or substantially that notwithstanding any such assignment, Purchaser and/or Parent, as applicable, shall remain liable for all of its assets or businesstheir obligations under this Agreement. Subject to the preceding sentence, or to its lenders under its credit facilities. This this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Startengine Crowdfunding, Inc.)

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of the Purchaser, Purchaser or to a successor its Debt Financing Sources for collateral purposes (or surviving entity to a merger) upon in which each case the sale Purchaser nonetheless shall remain responsible for the performance of all or substantially all of its assets or business, or to its lenders under its credit facilitiesobligations hereunder). This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Internap Corp)

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that the Purchaser shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all or any part of its rights (or its obligations hereunder hereunder) to one or more Affiliates of the Purchaser, to a successor (or surviving entity to a merger) upon the sale of all or substantially all of its assets or business, or to its lenders under its credit facilities; provided that in no event shall such assignment relieve the Purchaser or the Parent of either of their obligations to the Seller and the Shareholder Parties hereunder. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (ExamWorks Group, Inc.)

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