Assignment; Successors; Parties in Interest Sample Clauses

Assignment; Successors; Parties in Interest. This Agreement shall not be assignable by any party hereto without the prior written consent of all of the other parties (which consent shall not be unreasonably withheld) and any attempt to assign this Agreement without such consent shall be void and of no effect, provided, however, that Purchaser may assign all of its rights and obligations under this Agreement to one or more wholly-owned subsidiaries or Affiliates of Purchaser so long as Purchaser unconditionally guarantees the performance of such subsidiaries or Affiliate in a form reasonably acceptable to Seller. This Agreement shall inure to the benefit of, and be binding on and enforceable against, each party hereto and such permitted successors and assigns of the respective parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under this Agreement.
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Assignment; Successors; Parties in Interest. This Agreement shall not be assignable by either party without the prior written consent of the other party; provided, however, that (i) Purchaser may assign this Agreement to any lender of Purchaser; (ii) Seller may assign this Agreement to any lender of Seller; (iii) Purchaser may assign this Agreement in connection with the sale of all or substantially all of the Assets; and (iv) Seller may assign this Agreement in connection with the sale of all or substantially all of its assets. This Agreement shall inure to the benefit of, and be binding on and enforceable against, each party hereto and such permitted successors and assigns of the respective parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under this Agreement, except such limited rights as are conferred upon Seller Indemnified Parties and Purchaser Indemnified Parties pursuant to ARTICLE 6.
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Assignment; Successors; Parties in Interest. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties (which consent shall not be unreasonably withheld) and any attempt to assign this Agreement without such consent shall be void and of no effect, except that (i) Delta may assign this Agreement to any of its lenders; and (ii) Delta may assign its rights under this Agreement to any of its wholly-owned subsidiaries. This Agreement shall inure to the benefit of, and be binding on and enforceable against, each party hereto and the successors and permitted assigns of the respective parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under this Agreement.
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Assignment; Successors; Parties in Interest. This Agreement shall not be assigned by any party hereto without the prior written consent of the other parties (which consent shall not be unreasonably withheld) and any attempt to assign this Agreement without such consent shall be void and of no effect, except that (i) Purchaser and Delta may collaterally assign this Agreement to any lender of Purchaser or Delta; and (2) Purchaser and Delta may assign this Agreement in connection with the sale of all or substantially all of the assets of Purchaser or Delta provided that Delta remains liable for its guaranty of the payment of the Note and any obligations under this Agreement. This Agreement shall inure to the benefit of, and be binding on and enforceable against, each party hereto and the successors and permitted assigns of the respective parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under this Agreement. It is expressly understood that the Owners may choose to liquidate the Company after the Closing, in which case the Company may assign this Agreement to the Owners and the Owners shall be deemed to be the successors of the Company (and upon such assignment, the Owners shall assume all rights and obligations of the Company hereunder subject, however, in the case of each Owner with respect to the indemnification obligations of the Company, to the Owner Amount Limitation).
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Assignment; Successors; Parties in Interest. This Agreement will not be assignable by any party to this Agreement without the prior written consent of the other parties (which consent will not be unreasonably withheld) and any attempt to assign this Agreement without such consent will be void and of no effect, except that (i) Purchaser and/or Parent may collaterally assign this Agreement to any lender of Purchaser and/or Parent, (ii) Purchaser may assign this Agreement in connection with the sale of all or substantially all of the assets of Purchaser provided that the party buying such assets from Purchaser is financially as strong as or stronger than Purchaser and assumes all of Purchaser’s obligations under this Agreement and (iii) Parent may assign this Agreement (other than its obligations under Section 5.5 hereof if the Stock Consideration remains subject to the escrow contemplated in the Escrow Agreement at the time of the assignment) in connection with the sale of all or substantially all of the assets of Parent provided that the party buying such assets from Parent is financially as strong as or stronger than the Parent and assumes all of the Parent’s obligations under this Agreement. This Agreement will inure to the benefit of, and be binding on and enforceable against, each party to this Agreement and the successors and permitted assigns of the respective parties to this Agreement, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under this Agreement.
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Assignment; Successors; Parties in Interest. This Agreement shall not be assignable by any party hereto without the prior written consent of all of the other parties (which consent shall not be unreasonably withheld) and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall inure to the benefit of, and be binding on and enforceable against, each party hereto and such permitted successors and assigns of the respective parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under this Agreement.
Sample 1
Assignment; Successors; Parties in Interest. This Agreement will not be assignable by any party hereto without the prior written consent of the other parties (which consent will not be unreasonably withheld), and any attempt to assign this Agreement without such consent will be void and of no effect, except that Purchaser may, without the prior written consent of any Seller (i) assign this Agreement to any lender of Purchaser; (ii) assign this Agreement in connection with the sale of all or substantially all of the assets of Purchaser; or (iii) assign this Agreement to Delta Apparel, Inc. or any wholly-owned subsidiary of Delta Apparel, Inc. provided however that nothing herein shall release Purchaser from its obligations under the Promissory Notes (referenced in Section 1.4) and Contingent Consideration (referenced in Section 1.6). This Agreement will inure to the benefit of, and be binding on and enforceable against, each party hereto and the successors and permitted assigns of the respective parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under this Agreement. This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns, and no other Person shall be entitled to rely on this Agreement for any purposes whatsoever.
Sample 1
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Assignment; Successors; Parties in Interest. This Agreement shall not be assignable by any party hereto without the prior written consent of all of the other parties and any attempt to assign this Agreement without such consent shall be void and of no effect, except that, this Agreement may be assigned by Purchaser to an affiliate of Purchaser provided that such affiliate has a minimum equity capitalization at the time of such assignment of $2,500,000 or, subject to the consent of XXXX (which consent shall not be unreasonably withheld), to a purchaser of all or substantially all of the capital stock or assets of the Company; provided that no such assignment shall relieve Purchaser of its obligations hereunder. This Agreement shall inure to the benefit of, and be binding on and enforceable against, each party hereto and such permitted successors and assigns of the respective parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under this Agreement.
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Assignment; Successors; Parties in Interest. This Agreement shall be assignable by either party hereto provided that no such assignment shall operate as to release the assignor from any of its obligations hereunder. This agreement shall inure to the benefit of and be binding on and enforceable against, each party hereto, Seller Indemnified Parties, Purchaser Indemnified Parties, and successors and assigns of the respective parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under this Agreement. 25. Section 7.17 of this Agreement shall be amended by deletion of the definitions contained in subsections (e) ("Audited Balance Sheet"), (f) ("Audited Working Capital"), (O) ("Effective Date Balance Sheet"), (P) ("Effective Date Working Capital"), (q) ("Effective Date"), and (r) ("Effective Date Balance Sheet"). Further, Section 7.17 of the Agreement shall be amended by the addition of the following definitions:
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Related to Assignment; Successors; Parties in Interest

  • Assignment; Successors in Interest No assignment or transfer by either party of such party’s rights and obligations hereunder shall be made except with the prior written consent of the other party hereto. 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, including, without limitation, successors through merger, consolidation, or sale of substantially all of the Company’s equity interests or assets, and shall be binding upon Employee.

  • Assignment; Parties in Interest This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns, but shall not be assigned by the parties hereto, by operation of law or otherwise, without the prior written consent of the other party. Except as otherwise expressly provided herein, nothing in this Agreement, expressed or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

  • Assignment; Successors; Binding Agreement 1. Executive may not assign, pledge or encumber his interest in this Agreement or any part thereof. 2. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. 3. This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributee, devisees and legatees. If Executive should die while any amount is at such time payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's devisee, legates or other designee or, if there be no such designee, to his estate.

  • Successors and Assigns; Parties in Interest (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreements.

  • Parties in Interest; Assignment This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives, except that neither this Agreement nor any interest herein shall be assigned or assignable by operation of law or otherwise by Employee without the prior written consent of the Company. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

  • Assignment; Successors 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 party, and any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

  • Assignment; Successors and Assigns Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

  • Successors in Interest This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

  • Assignment; Successors and Assigns, etc Neither the Employer nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Employer may assign its rights under this Agreement without the consent of the Executive in the event that the Employer shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Employer and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

  • Successors; Binding Agreement, Assignment (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

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