Assignment; Third Parties Clause Samples

Assignment; Third Parties. Neither the Executive nor the Company may assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of his or its respective rights or obligations hereunder, without the prior written consent of the other. The parties agree and acknowledge that each of the Companies and the stockholders and investors therein are intended to be third party beneficiaries of, and have rights and interests in respect of, Executive’s agreements set forth in Sections 7, 8 and 9.

Assignment; Third Parties. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns (including, for the avoidance of doubt, to New Lionsgate as the successor and assign of the Issuer following the consummation of the Transactions (as defined in the Separation Agreement)). This Agreement and all obligations of the Sponsor are personal to the Sponsor and may not be transferred or delegated at any time, except in accordance with Section 6. Nothing contained in this Agreement shall be construed to confer upon any person who is not a signatory hereto any rights or benefits, as a third party beneficiary or otherwise. Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that from and after the consummation of the Transactions (as defined in the Separation Agreement): (i) the rights and obligations hereunder of Lionsgate Studios Corp., as the Issuer, shall automatically, without any further action by any party, be assigned and transferred to, and be assumed by, Lionsgate Studios Holding Corp., and (ii) all references in this Agreement to the Issuer shall be deemed to refer to New Lionsgate as the Issuer with the same effect as if New Lionsgate had been named as the Issuer herein. No assignment (whether pursuant to a merger, by operation of Law, change of control or otherwise) will relieve the assigning Party of any of its obligations hereunder.

Assignment; Third Parties. The Purchaser shall not assign or transfer its interest in this Order without the written consent of Woolpert. Purchase acknowledges that Woolpert may assign this Order to a third party, including Google, without the written consent of Purchaser. With the exception of Google as a third-party beneficiary as provided herein, nothing in this Order shall be construed as creating any rights, benefits, or causes of actions for any third party against either Woolpert or the Purchaser.

Assignment; Third Parties. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns (including, for the avoidance of doubt, to PubCo as the successor and assign of New SEAC following the Amalgamations). This Agreement and all obligations of the Sponsor are personal to the Sponsor and may not be transferred or delegated at any time, except in accordance with Section 6. Nothing contained in this Agreement shall be construed to confer upon any person who is not a signatory hereto any rights or benefits, as a third party beneficiary or otherwise. Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that from and after the SEAC Merger Effective Time: (i) the rights and obligations hereunder of Screaming Eagle Acquisition Corp., as the Issuer, shall automatically, without any further action by any party, be assigned and transferred to, and be assumed by, New SEAC, and (ii) all references in this Agreement to the Issuer shall be deemed to refer to New SEAC as the Issuer with the same effect as if New SEAC had been named as the Issuer herein. No assignment (whether pursuant to a merger, by operation of Law, change of control or otherwise) will relieve the assigning Party of any of its obligations hereunder.

Assignment; Third Parties. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto, whether by operation of law or otherwise; provided, however, that (a) upon notice to ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent and without releasing Acquiror from any of its obligations or liabilities hereunder, Acquiror may assign or delegate any or all of its rights or obligations under this Agreement to any Affiliate of Acquiror or any Person with or into which Acquiror or any parent company of Acquiror merges or consolidates, and (b) nothing in this Agreement shall limit Acquiror's ability to make a collateral assignment of its rights under this Agreement to any institutional lender that provides funds to Acquiror or Acquiror's designee without the consent of ▇▇▇▇▇▇▇▇, the Seller Representative or the Escrow Agent. ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall execute an acknowledgment of such assignment(s) and collateral assignments in such forms as Acquiror or its institutional lenders may from time to time reasonably request; PROVIDED, HOWEVER, that unless written notice is given to ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent that any such collateral assignment has been foreclosed upon, ▇▇▇▇▇▇▇▇, the Seller Representative and the Escrow Agent shall be entitled to deal exclusively with Acquiror as to any matters arising under this Agreement or any of the other agreements or instructions delivered pursuant hereto. In the event of such an assignment, the provisions of this Agreement shall inure to the benefit of and be binding on Acquiror's assigns.

Assignment; Third Parties. The Sellers may not assign this Agreement without the consent of the Buyer. In connection with an assignment by Buyer of the Purchase Agreement in accordance with the terms contained in Section 11.4 thereof, Buyer may assign this Agreement and its rights and obligations hereunder upon 10 days' prior written notice to the Escrow Agent. Subject to the preceding sentence, this Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and assigns, heirs, administrators and representatives and shall not be enforceable by or inure to the benefit of any third party, except as provided in Section 11.9 with respect to a resignation by the Escrow Agent.

Assignment; Third Parties. The Executive may not assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of his respective rights or obligations hereunder, without the prior written consent of the Company. Except as expressly provided herein, the Company may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of the Executive. The Company may assign its rights and obligations hereunder to its successor in connection with a merger, consolidation, sale of assets, acquisition, recapitalization or other similar transaction (and such successor shall thereafter be deemed the "Company" for purposes of this Agreement). The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the respective heirs, legal representatives and successors of the parties hereto.

Assignment; Third Parties. Subject to the provisions of Section 12, neither Executive nor Company may assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of his or its respective rights or obligations hereunder, without the prior written consent of the other, which shall not be unreasonably withheld. The personal representative of Executive (after his Death) is an intended third-party beneficiary of this Agreement, and may enforce the obligations of Company, and exercise the rights of Executive, hereunder after the Death of Executive, all of which obligations and rights (as relevant) shall survive. All payments which are required to be paid to Executive under this Agreement and which accrue after the date of his death shall be paid when due to the personal representative of his estate.

Assignment; Third Parties. No party may assign any of its rights or obligations under this Agreement without the written consent of the other parties, except as provided in Section 5(i). Subject to the foregoing, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective permitted successors and assigns, heirs, administrators and representatives and shall not be enforceable by or inure to the benefit of any other third party, except as provided in Section 5(i) with respect to a resignation by the Escrow Agent.