Common use of Assignment; Successors Clause in Contracts

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 9 contracts

Samples: Merger Agreement (Battalion Oil Corp), Merger Agreement (Battalion Oil Corp), Voting Agreement (Silicon Graphics International Corp)

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Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Buyer may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentthe Buyer without the prior consent of the Seller; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 7 contracts

Samples: Purchase Agreement (Neulion, Inc.), Membership Interest Purchase Agreement (Matson, Inc.), Asset Purchase Agreement (Ancestry.com Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 5 contracts

Samples: Voting Agreement (Cision Ltd.), Voting Agreement (Command Security Corp), Voting Agreement

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, provided that Parent a Rollover Shareholder may assign all its rights under this Agreement to one or any more of its rights and obligations hereunder to any direct or indirect Subsidiary Affiliates without the prior written consent of Parentthe other parties; provided further, that no assignment shall limit will relieve the assignor’s assignor of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

Appears in 5 contracts

Samples: Support Agreement (Sham John C.K.), Support Agreement (Liu Tianwen), Contribution Agreement (Li Qiang)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, except that Parent and/or Merger Sub may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect wholly owned Subsidiary of ParentParent without the consent of the Company; provided furtherprovided, that no assignment Parent and/or Merger Sub, as the case may be, shall limit the assignor’s remain liable for all of its obligations hereunderunder this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 4 contracts

Samples: Merger Agreement (MKS Instruments Inc), Merger Agreement (Electro Scientific Industries Inc), Merger Agreement (MKS Instruments Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s 's obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cryolife Inc), Merger Agreement (Cryolife Inc), Tender and Voting Agreement (AGA Medical Holdings, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyAcquiror (in the case of an assignment by the Company) or the Company (in the case of an assignment by the Acquiror or Sub), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Infospace Inc), Merger Agreement (H&r Block Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyParent (in the case of an assignment by the Company) or the Company (in the case of an assignment by the Parent or Merger Sub), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, however that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 3 contracts

Samples: Merger Agreement (NICE Ltd.), Merger Agreement (AOL Inc.), Merger Agreement (AOL Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the all other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent a Covered Unitholder may assign Transfer any or all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parentsuch Covered Unitholder’s Covered Units in accordance with Section 7(a); provided further, further that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Support Agreement (Oneok Inc /New/), Support Agreement (EnLink Midstream, LLC)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law law, by merger or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent or Purchaser may assign all or any of its their respective rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that but no such assignment shall limit relieve Parent or Purchaser, as the assignor’s case may be, of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Merger Agreement (Roche Holding LTD), Merger Agreement (Ignyta, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Buyer may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentthe Buyer without the prior consent of the Seller; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Sequential Brands Group, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent Lateral may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of ParentLateral; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Voting and Cooperation Agreement, Voting and Cooperation Agreement (FTE Networks, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party any Party without the prior written consent of the other partyAcquiror (in the case of an assignment by the Company) or the Company (in the case of an assignment by the Acquiror or Sub), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties Parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (STR Holdings (New) LLC), Agreement and Plan of Merger (STR Holdings LLC)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the each other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Voting Agreement (Thoratec Corp), Voting Agreement (St Jude Medical Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, howeverthat, that notwithstanding anything herein to the contrary, Arch shall be permitted to transfer the Covered Shares to Parent, so long as Parent may assign all or any agrees to be bound to the terms of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunderthis Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Voting and Support Agreement (Arch Capital Group Ltd.), Voting and Support Agreement (Watford Holdings Ltd.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assignable or delegable (as the case may be assigned or delegatedbe), in whole or in part, by operation of law Law or otherwise, by either party without the prior written consent of Parent (in the other partycase of an assignment or delegation by any Stockholder) and Stockholders (in the case of an assignment or delegation by Parent), and any such attempted or purported assignment without such prior written consent or delegation in violation of this Section 15 shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment . This Agreement shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, upon and inure solely to the benefit of, and be enforceable by, of the parties hereto and their respective successors and assignsassigns in accordance with and subject to the terms of this Agreement.

Appears in 2 contracts

Samples: Support Agreement (Williams Chad L.), Support Agreement (QTS Realty Trust, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, provided that Parent the Shareholder may assign all its rights under this Agreement to one or any more of its rights and obligations hereunder to any direct or indirect Subsidiary affiliates without the prior written consent of Parentthe other parties; provided further, that no assignment shall limit will relieve the assignor’s assignor of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Support Agreement (Ji Qi), Support Agreement (Ctrip Com International LTD)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party Party without the prior written consent of the other partyParty, and any such assignment without such prior written consent shall will be null and void; provided, however, that Parent Buyer may assign all this Agreement or any of its rights and obligations hereunder under this Agreement to any direct or indirect Subsidiary Affiliate of ParentBuyer without the prior consent of Seller; provided still further, that no assignment shall will limit the assignor’s obligations hereunderunder this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Cherokee Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent and Merger Sub may assign assign, in its sole discretion, any or all or any of its rights rights, interests and obligations hereunder under this Agreement after the Effective Time, to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunderPerson. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Merger Agreement (Evoqua Water Technologies Corp.), Agreement and Plan of Merger (Xylem Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of ParentParent in connection with an assignment of the Merger Agreement; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

Appears in 2 contracts

Samples: Voting Agreement (Unilens Vision Inc), Voting Agreement (Kamin Peter H)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party any Party without the prior written consent of the other partyPurchaser (in the case of an assignment by the Seller or the Company) or the Seller (in the case of an assignment by the Purchaser), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parentvoid ab initio; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties Parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Share Purchase Agreement (Outbrain Inc.), Share Purchase Agreement (Outbrain Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, howeverthat, that without the consent of any party hereto, Parent may assign all or any portion of its rights and obligations hereunder under this Agreement to any direct or indirect Subsidiary of Parent; provided further, that no its lenders as collateral security but any such assignment shall limit the assignor’s not release Parent from any of its obligations hereunderunder this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors successors, heirs and assigns.

Appears in 1 contract

Samples: Merger Agreement (Sequential Brands Group, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of Parent (in the other partycase of an assignment by the Company) or the Company (in the case of an assignment by Parent or Merger Sub), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (Neustar Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent Acquiror may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of ParentAcquiror without the prior consent of the other parties hereto; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (Adomani, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties (including the Special Committee on behalf of Parent), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of ParentParent without the prior consent of ACM; provided further, further that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arbor Realty Trust Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party Party without the prior written consent of the other partyParty, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent AIM may assign all or any of its rights and obligations hereunder under this Agreement, including the right to any direct receive the Fees, to one or indirect Subsidiary more Subsidiaries of ParentAIM without the consent of New Holdco; provided provided, further, that no assignment shall limit the assignor’s 's obligations hereunderand liability hereunder (including for the acts and omissions of such assignees). Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties Parties and their respective successors and assigns.

Appears in 1 contract

Samples: Management Services Agreement

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party any Party without the prior written consent of the other partyParties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent Sellers may assign all their right to receive the Purchase Price, to one or any more Affiliates of its rights and obligations hereunder to any direct or indirect Subsidiary Sellers without the consent of ParentBuyer and; provided further, further that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties Parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Acceptance Corp /De/)

Assignment; Successors. Neither No Party may assign either this Agreement nor or any of the rightsits rights or interests, interests or obligations under this Agreement may be assigned or delegateddelegate any of its duties hereunder, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and voidParties; provided, however, that Parent may assign all this Agreement or any of its rights and obligations hereunder to any direct one or indirect Subsidiary more Affiliates of ParentParent without the consent of the other Parties; provided provided, further, that no such assignment by Parent shall limit the assignor’s obligations hereunderrelease Parent from any liability or obligation under this Agreement. Any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentencesentences, this Agreement will be binding upon, inure to the benefit of, of and be enforceable by, the parties Parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: Merger Agreement (Trans World Corp)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party Party without the prior written consent of the other partyParty, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent a Party may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentsuch Party without the prior consent of the other Party; provided provided, further, that no assignment that assigning Party shall limit remain liable for all of the assignorassignee’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties Parties and their respective successors and assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Scotts Miracle-Gro Co)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyParent (in the case of an assignment by the Company) or the Company (in the case of an assignment by the Parent or the Parent Group), and any such assignment without such prior written consent shall be null and void; providedvoid;provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, however that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (Level Brands, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent Buyer may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of ParentBuyer without the prior consent of Talisker; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Transaction Agreement (Vail Resorts Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent or the Buyer may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of ParentParent without the prior consent of the Seller; provided further, further that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arbor Realty Trust Inc)

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Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may may, without the consent of the Company, assign all or any of its rights and obligations hereunder obligations, under this Agreement to any direct one or indirect Subsidiary more Affiliates of Parent; provided furtherprovided, that no assignment that, Parent shall limit the assignor’s remain primarily liable for its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (AquaVenture Holdings LTD)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party any Party without the prior written consent of the other party, Parties and any such assignment or delegation without such prior written consent shall will be null and void; provided, however, that Parent the Buyer may assign all it rights hereunder to one or any more of its rights and obligations hereunder Affiliates or to any direct or indirect Subsidiary its financing sources for collateral assignment purposes, but such assignment will in no way relieve the Buyer of Parent; provided further, that no assignment shall limit the assignor’s its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, of and be enforceable by, the parties Parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rexford Industrial Realty, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by either party any Party without the prior written consent of the other partyParties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Buyer may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentthe Buyer without the prior consent of the Seller Companies and the Stockholder; provided provided, further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties Parties and their respective successors and assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cross Country Healthcare Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Buyer may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentthe Buyer without the prior consent of the Seller Parties; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement (MediaAlpha, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Voting Agreement (Ntelos Holdings Corp.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyAcquiror (in the case of an assignment by the Company) or the Company (in the case of an assignment by the Acquiror or Merger Sub), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no . No assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (Kenexa Corp)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by 76 operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Buyer may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentthe Buyer without the prior consent of the Seller; provided further, further that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Securities Purchase Agreement (Costar Group Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Buyer may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentthe Buyer without the prior consent of the Seller; provided furtherprovided, further that no assignment shall limit the assignor’s or the Parent’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors successors, heirs, executors and assigns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aecom Technology Corp)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent and Merger Sub may assign all or this Agreement (in whole but not in part) to any Affiliate of Parent by written notice to Company. No assignment by any party shall relieve such party of any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentencesentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (Syniverse Technologies Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyAcquiror (in the case of an assignment by HRB, the Company or the Parent) or the Parent (in the case of an assignment by the Acquiror or the Sub), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (H&r Block Inc)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by either party any Party without the prior written consent of the each other partyParty, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Seller may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary wholly-owned subsidiary of Parentthe Seller in connection with the Restructuring Transactions; provided further, that no such assignment shall limit release the assignor’s Seller of any obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties Parties and their respective successors and assigns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Activision Blizzard, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of Acquiror (in the other partycase of an assignment by the Company or Company Parent) or Company Parent (in the case of an assignment by Acquiror or Sub), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (Duckhorn Portfolio, Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party Party without the prior written consent of the other partyParty, and any 41 such assignment without such prior written consent shall be null and void; provided, however, that Parent a Party may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentsuch Party without the prior consent of the other Party; provided provided, further, that no assignment that assigning Party shall limit remain liable for all of the assignorassignee’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties Parties and their respective successors and assigns.

Appears in 1 contract

Samples: Asset Purchase Agreement

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assignable or delegable (as the case may be assigned or delegatedbe), in whole or in part, by operation of law Law or otherwise, by either party without the prior written consent of Parent (in the other partycase of an assignment or delegation by the Stockholder) and the Stockholder (in the case of an assignment or delegation by Parent), and any such attempted or purported assignment without such prior written consent or delegation in violation of this Section 17 shall be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment . This Agreement shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, upon and inure solely to the benefit of, and be enforceable by, of the parties hereto and their respective successors and assignsassigns in accordance with and subject to the terms of this Agreement.

Appears in 1 contract

Samples: Support Agreement (Ps Business Parks, Inc./Md)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent Seller and Buyer may assign all or any of its rights and obligations hereunder under this Agreement to any direct one or indirect Subsidiary more of Parenttheir respective Affiliates without the consent of the other party; provided provided, further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (USD Partners LP)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and voidvoid ab initio; provided, however, that Parent may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of ParentParent without the prior consent of the Company; provided still further, that no assignment shall limit relieve the assignor of, or limit, the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: Merger Agreement (Hilton Grand Vacations Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall will be null and void; provided, however, that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall will limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Support Agreement (Sierra Monitor Corp /Ca/)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, provided that Parent may collaterally assign all or its rights under this Agreement to any Debt Financing Sources Related Party (provided, further, that such assignment shall not relieve Parent of any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parent; provided further, that no assignment shall limit the assignor’s obligations hereunder). Subject to the preceding sentence, this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: Merger Agreement (Pactiv Evergreen Inc.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Company may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary of Parentthe Company; provided further, further that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Voting Agreement (Towers Watson & Co.)

Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either any party without the prior written consent of the other partyparties, and any such assignment without such prior written consent shall be null and void; provided, however, that Parent the Acquiror may assign all or any of its rights and obligations hereunder this Agreement to any direct or indirect Subsidiary Affiliate of Parentthe Acquiror without the prior consent of the other parties; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Merger Agreement (I Flow Corp /De/)

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