Common use of Assignment; Successors in Interest Clause in Contracts

Assignment; Successors in Interest. No assignment or transfer by the Company, by any Stockholder or by the Purchaser of any of their respective rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided, however, that the Purchaser may at any time delegate any performance of its obligations to any Affiliate of the Purchaser so long as the Purchaser remains fully responsible for the performance of the delegated obligation. Subject to the preceding sentence, 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: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)

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Assignment; Successors in Interest. No assignment or transfer by the Company, by any Stockholder or by the Purchaser Party of any of their respective 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; providedprovided that Purchaser shall, howeverwithout the obligation to obtain the prior written consent of any other Party to this Agreement, that the Purchaser may at be entitled to assign this Agreement or all or any time delegate any performance part of its rights or obligations hereunder to any Affiliate one or more Affiliates of Purchaser. The terms and conditions hereof shall survive the Purchaser so long as the Purchaser remains fully responsible for the performance of the delegated obligation. Subject to the preceding sentence, this Agreement Closing and 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.. 11.6

Appears in 1 contract

Samples: Asset Purchase Agreement

Assignment; Successors in Interest. No assignment or transfer by the Company, by any Stockholder or by the Purchaser Party of any of their respective such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided, however, that the Purchaser may at any time delegate any performance of assign its rights and obligations hereunder to any Affiliate a wholly-owned subsidiary without the consent of the Purchaser so long as Seller if the Purchaser remains fully responsible for agrees to guaranty all obligations of such wholly-owned subsidiary pursuant to this Agreement and the performance of the delegated obligationother Transaction Documents. Subject to the preceding sentence, 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 (Glenayre Technologies Inc)

Assignment; Successors in Interest. No assignment Party will assign, ---------------------------------- delegate, or transfer by the Companysuch Party's rights or obligations under this Agreement, by any Stockholder or by the Purchaser of any of their respective rights and obligations hereunder shall be made except with the prior written consent of the other PartiesParties to this Agreement; provided, however, provided that the Purchaser may at shall, without the obligation to obtain the prior written consent of the Company or any time delegate any performance of its Sellers will be entitled to assign this Agreement or all or any part of the Purchaser's rights or obligations under this Agreement to any Affiliate of the one or more Purchaser so long as the Purchaser remains fully responsible for the performance of the delegated obligationAffiliates. Subject to the preceding sentence, this 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 (Concurrent Computer Corp/De)

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Assignment; Successors in Interest. No assignment or transfer by the CompanyPurchaser or Seller, by any Stockholder or by the Purchaser of any of their respective its 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, however, provided that Purchaser will be entitled to assign all or any part of its rights and obligations under this Agreement to one or more direct or indirect wholly owned subsidiaries of Purchaser so long as Purchaser remains directly liable for the Purchaser may at any time delegate any performance of its obligations to any Affiliate of the Purchaser so long as the Purchaser remains fully responsible for the performance of the delegated obligationunder this Agreement. Subject to the preceding sentence, this 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. 3.

Appears in 1 contract

Samples: Asset Purchase Agreement (Consolidated Stainless Inc)

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