ASSIGNMENTS; NO THIRD PARTY RIGHTS. Neither party hereto may assign any of its rights or obligations hereunder except with the express prior written consent of the other party. Nothing herein shall be deemed to create or imply an obligation for the benefit of a third party. Without limitation of the foregoing, nothing herein shall be deemed to create any right of any insurer that provides directors and officers’ liability insurance, to claim, on behalf of Indemnitee, any rights hereunder.
ASSIGNMENTS; NO THIRD PARTY RIGHTS. (a) Neither Buyer nor Seller may assign any of its rights, interest or obligations under this Agreement without the prior written consent of the other party and any purported assignment without such consent shall be void.
ASSIGNMENTS; NO THIRD PARTY RIGHTS. (a) No party hereto may assign, in whole or in part, any of its rights, interest or obligations under this Agreement without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided that, notwithstanding the foregoing, Buyer may assign any or all of its rights or obligations hereunder to any of its Subsidiaries without the consent of any Party, which assignment shall not relieve Buyer of its obligations hereunder.
ASSIGNMENTS; NO THIRD PARTY RIGHTS. Neither party hereto may assign any of its rights or obligations hereunder except with the express prior written consent of the other party; provided that this Agreement shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. Subject to the aforesaid, and without derogating from the terms of Section 5, nothing herein shall be deemed to create or imply an obligation for the benefit of a third party. Without limitation of the foregoing, nothing herein shall be deemed to create any right of any insurer that provides directors' and officers’ liability insurance, to claim, on behalf of Indemnitee, any rights hereunder.
ASSIGNMENTS; NO THIRD PARTY RIGHTS. (a) Except as provided in ARTICLE III (Conversion of Common Stock), Section 6.5 (Employee Benefits), Section 6.8 (Directors’ and Officers’ Indemnification), Section 6.10 (Books and Records) and ARTICLE X (Indemnification), no party hereto may assign, in whole or in part, any of its rights, interest or obligations under this Agreement without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided, however, that Parent, Intermediate Corp and the Surviving Corporation may assign their rights, interests and obligations to a purchaser of any such entity.
ASSIGNMENTS; NO THIRD PARTY RIGHTS. (a) Buyer may not assign any of its rights or obligations under this Agreement without the prior written consent of Sellers (which may not be unreasonably withheld or delayed) and any purported assignment without such consent shall be void. The preceding sentence notwithstanding, Buyer may assign this Agreement or all or any part of its rights and obligations under this Agreement, following written notice to Sellers, to a wholly owned Subsidiary of Buyer or to a lender or financing source for collateral purposes; provided, however, that no such assignment shall relieve Buyer of its obligations under this Agreement. "
ASSIGNMENTS; NO THIRD PARTY RIGHTS. (a) No party hereto may assign, in whole or in part, any of its rights, interest or obligations under this Agreement without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided, that Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, after the Closing Date, to any Person so long as such transfer or assignment does not adversely affect, alter or change any right or obligation of any other party hereto, it being understood and agreed that no such transfer or assignment shall relieve Buyer of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Buyer.
ASSIGNMENTS; NO THIRD PARTY RIGHTS. Except as otherwise permitted by this Agreement, no party hereto may assign any of its rights, interest or obligations under this Agreement without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided, however, that the Buyer may assign its rights hereunder to an Affiliate thereof with the prior written consent of the Seller, not to be unreasonably withheld, conditioned or delayed; provided, further, that no such assignment shall reduce or otherwise vitiate any of the obligations of the Buyer hereunder. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, the Indemnified Parties affiliated or associated with the Buyer Parties and the Indemnified Parties affiliated or associated with the Seller, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement or any provision of this Agreement, except as expressly set forth herein. This Agreement and all of its provisions and conditions are binding upon, are for the sole and exclusive benefit of, and are enforceable by the parties hereto, the Indemnified Parties affiliated or associated with the Buyer Parties and the Indemnified Parties affiliated or associated with the Seller and their respective successors and permitted assigns. Notwithstanding anything to the contrary contained in this Section 11.07, the provisions of Section 11.05, Section 11.08, and Section 11.12 (and the definitions related thereto) shall be enforceable by each Financing Source (and each is an intended third party beneficiary thereof).
ASSIGNMENTS; NO THIRD PARTY RIGHTS. (a) Buyer may not assign any of its rights or obligations under this Agreement without the prior written consent of Seller (which may not be unreasonably withheld or delayed) and any purported assignment without such consent shall be void. The preceding sentence notwithstanding, Buyer may assign this Agreement or all or any part of its rights and obligations under this Agreement, following written notice to Seller, to a wholly owned Subsidiary of Buyer or a Person or entity which controls Buyer within the meaning of the Securities Act or to any Person or entity required by Buyer's financing sources in order to secure Buyer's obligations to such financing sources; provided, however, that no such assignment shall relieve Buyer of its obligations under this Agreement. "
ASSIGNMENTS; NO THIRD PARTY RIGHTS. (a) No party hereto may assign, in whole or in part, any of its rights, interest or obligations under this Agreement without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided, however, that Buyer may, without the prior written consent of any party, (i) assign any or all of its rights hereunder to any lender of Buyer or any of its Subsidiaries for collateral security purposes and (ii) so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party hereto, assign this Agreement or any rights or duties under this Agreement following the Closing to any Affiliate of Buyer, provided that no such assignment shall relieve Buyer of any of its obligations hereunder.
