ASSIGNMENTS; NO THIRD PARTY RIGHTS Sample Clauses

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. (b) Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the parties hereto, the Seller Indemnified Parties and the Buyer Indemnified Parties, 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 Seller Indemnified Parties and the Buyer Indemnified Parties and their respective successors and permitted assigns.

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 (except in the case of a merger or consolidation of the Company or a transfer or disposition of all or substantially all of the business or assets of the Company, but subject to Section 11). Other than with respect to Section 5 hereof, 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) 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. (b) Except with respect to Section 11.17 and Section 11.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto 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 (including in Section 6.5). 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 and their respective successors and permitted assigns. Notwithstanding the foregoing, each Debt Financing Source shall be an express and intended third party beneficiary of the Lender Designated Sections and each of such Sections shall expressly inure to the benefit of the Debt Financing Source and each Debt Financing Source (and its successors and assigns) shall be entitled to rely on and enforce the provisions of such Sections.

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. (b) Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, 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 and their respective successors and permitted assigns.

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. (b) Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, 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 and their respective successors and permitted assigns.

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 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 an Affiliate of Buyer; provided, however, that no such assignment shall relieve Buyer of its obligations under this Agreement. (b) Sellers may not assign any of their rights or obligations under this Agreement without the prior written consent of Buyer and any purported assignment without such consent shall be void. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and the Indemnified Persons, any rights or remedies of any nature whatsoever under or by reason of this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and the Indemnified Persons and their respective successors and permitted assigns.

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. "Subsidiary" means, with respect to any ---------- Person, any corporation or other entity of which such Person has, directly or indirectly, (i) ownership of securities or other interests having the power to elect a majority of the Board of Directors or similar governing body of such corporation or other entity, or (ii) the power to direct the business and policies of that corporation or other 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. "Subsidiary" means, with respect to any Person, any corporation ---------- or other entity of which such Person has, directly or indirectly, (i) ownership of securities or other interests having the power to elect a majority of the Board of Directors or similar governing body of such corporation or other entity, or (ii) the power to direct the business and policies of that corporation or other entity.

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. (b) Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, 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 and except that the Company Stockholders are intended third-party beneficiaries of Article II (The Transactions), Article VIII (Termination), Article IX (Indemnification) and Article X (Miscellaneous). Except as and to the extent 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 and their respective successors and permitted assigns.