Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. (a) Except as hereinafter specifically provided in this SECTION 15.7, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers (if the assignor is Buyer) or Buyer (if the assignor is Sellers); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. Buyer shall have the right to assign this Agreement to any entity or entities controlling, controlled by, or under common control with Buyer so long as any such assignment will not delay the Closing beyond the date on which any Closing would otherwise occur in accordance with this Agreement; PROVIDED, HOWEVER, that no such assignment by Buyer shall release Buyer from its obligations hereunder. Any assignment in accordance with the terms hereof shall become effective upon delivery of written notice in accordance with SECTION 15.5. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto or One-On-One Sports, Inc. is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto, their respective successors and assigns as permitted hereunder or One-On-One Sports, Inc.

Benefit and Assignment. (a) Except as hereinafter specifically provided in this SECTION 15.7, no party hereto 15.6.1. No Seller shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers (if the assignor is Buyer) or Buyer (if the assignor is Sellers); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The Buyer shall have not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the right prior written consent of Sellers and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign this Agreement Buyer's rights and interests hereunder (in whole or in part as to any entity Station) (a) prior to the Transfer Date, to any Person that directly or entities controllingindirectly is in control of, or is controlled by, or is under common control with Buyer; further provided, however, that Buyer so long gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment will shall not delay the Closing beyond the date on which relieve Buyer of any Closing would otherwise occur in accordance with this Agreementof its Liabilities hereunder; PROVIDED, HOWEVER, that no such assignment by Buyer shall release Buyer from its obligations hereunder. Any assignment in accordance with the terms hereof shall become effective upon delivery of written notice in accordance with SECTION 15.5. and (b) from and after the Transfer Date, to any Person. 15.6.2. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity Person, other than the parties hereto or One-On-One Sportsand their respective successors and assigns as permitted hereunder, Inc. is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto, hereto or their respective successors and assigns as permitted hereunder or One-On-One Sports, Inc.hereunder.

Benefit and Assignment. (a) Except as hereinafter specifically provided in this SECTION 15.7Section 11.3, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers Seller (if the assignor is Buyer) or Buyer (if the assignor is Sellers); Seller) and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. Buyer shall have the right to assign this Agreement to any entity or entities controlling, controlled by, or under common control with Buyer so long as any such assignment will not delay the Closing beyond the date on which any Closing would otherwise occur in accordance with this Agreement; PROVIDEDprovided, HOWEVERhowever, that no such assignment by Buyer shall release Buyer from its obligations hereunder. Any assignment in accordance with the terms hereof shall become effective upon delivery of written notice in accordance with SECTION 15.5Section 11.2. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto or One-On-One Sports, Inc. is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto, hereto or their respective successors and assigns as permitted hereunder or One-On-One Sports, Inc.hereunder.

Benefit and Assignment. (a) Except as hereinafter specifically provided in this SECTION 15.7, no party hereto The Purchaser shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Significant Shareholders and the Company; provided, however, that Purchaser shall be entitled to assign this Agreement upon written notice to the other parties hereto to an Affiliate of the Purchaser or in connection with the reorganization (whether by merger, consolidation, or otherwise), sale of all or substantially all of the assets or business of the Purchaser, provided Purchaser and Double-Take shall remain jointly and severally liable to the Sellers for any failure on the part of said assignee to (if i) properly release the assignor is BuyerEscrow Account, (ii) or Buyer pay the Post-Closing Purchase Price Adjustment, and (if the assignor is Sellers); and any iii) satisfy its indemnification obligations under this Agreement. Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. Buyer shall have Subject to the right to assign foregoing, this Agreement to any entity or entities controlling, controlled by, or under common control with Buyer so long as any such assignment will not delay the Closing beyond the date on which any Closing would otherwise occur in accordance with this Agreement; PROVIDED, HOWEVER, that no such assignment by Buyer shall release Buyer from its obligations hereunder. Any assignment in accordance with the terms hereof shall become effective upon delivery of written notice in accordance with SECTION 15.5. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunderassigns. No person or entity Person other than the parties hereto or One-On-One Sports, Inc. is or their respective successors and assigns as permitted hereunder shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto, hereto or their respective successors and assigns as permitted hereunder or One-On-One Sports, Inc.hereunder.

Benefit and Assignment. (a) Except as hereinafter specifically provided in this SECTION 15.7Section 13.3, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers Seller (if the assignor is BuyerPurchaser) or Buyer Purchaser (if the assignor is Sellersthe Company or Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. Buyer Purchaser shall have the right to assign this Agreement to any entity or entities controlling, controlled by, or under common control with Buyer Purchaser so long as any such assignment will not delay the Closing beyond the date on which any Closing would otherwise is required to occur in accordance with this Agreement; PROVIDED, HOWEVER, that no such assignment by Buyer shall release Buyer from its obligations hereunder. Any assignment in accordance with the terms hereof shall become effective upon delivery of written notice in accordance with SECTION 15.5Section 13.1. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto or One-On-One Sports, Inc. is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto, hereto or their respective successors and assigns as permitted hereunder or One-On-One Sports, Inc.hereunder.

Benefit and Assignment. (a) Except as hereinafter specifically provided in this SECTION 15.7Section 20, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers Seller (if the assignor is Buyer) or Buyer (if the assignor is Sellersassignors are Seller, Astral or the Management Employees); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by Seller, Astral or the Management Employees of their rights and obligations under this Agreement, whether before or after the Closing, release them from their liabilities hereunder. Notwithstanding the foregoing, and except for any obligation expressly naming Martek, Buyer shall have the right to or any permitted assignee of Buyer may assign this Agreement and any and all rights hereunder, in whole or in part, to any entity or entities controllingsubsidiary of Buyer, controlled by, or under common control with Buyer so long as but in no event shall any such assignment will not delay the Closing beyond the date on which any Closing would otherwise occur in accordance with this Agreement; PROVIDED, HOWEVER, that no such assignment by Buyer shall of Martek release Buyer it from its obligations liabilities hereunder. Any assignment in accordance with the terms hereof shall become effective upon delivery of written notice in accordance with SECTION 15.5. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto or One-On-One Sports, Inc. is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto, hereto or their respective successors and assigns as permitted hereunder or One-On-One Sports, Inc.hereunder.

Benefit and Assignment. (a) Except as hereinafter specifically provided in this SECTION Section 15.7, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers (if the assignor is Buyer) or Buyer (if the assignor is Sellers); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. Buyer shall have the right to assign this Agreement to any entity or entities controlling, controlled by, or under common control with Buyer so long as any such assignment will not delay the Closing beyond the date on which any Closing would otherwise occur in accordance with this Agreement; PROVIDEDprovided, HOWEVERhowever, that no such assignment by Buyer shall release Buyer from its obligations hereunder. Any assignment in accordance with the terms hereof shall become effective upon delivery of written notice in accordance with SECTION Section 15.5. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto or One-On-One Sports, Inc. is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto, hereto or their respective successors and assigns as permitted hereunder or One-On-One Sports, Inc.hereunder.

Benefit and Assignment. (a) Except as hereinafter specifically provided in this SECTION 15.7Section, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers Seller (if the assignor is Buyer) or Buyer (if the assignor is SellersSeller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by Seller of its rights and obligations under this Agreement, whether before or after the Closing, release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer shall have the right to or any permitted assignee of Buyer may assign this Agreement and any and all rights hereunder, in whole or in part, to any Affiliate of Buyer, to the parent company of Buyer, or to any entity or entities controllingin which the controlling shareholders of Buyer maintain control; provided, controlled by, or under common control with Buyer so long as any such assignment will not delay the Closing beyond the date on which any Closing would otherwise occur in accordance with this Agreement; PROVIDED, HOWEVERhowever, that no such assignment by Buyer shall release Buyer from its obligations hereunderbe solely responsible for all costs and expenses relating to such assignment. Any assignment in accordance with the terms hereof shall become effective upon delivery of written notice in accordance with SECTION 15.5. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity Person other than the parties hereto or One-On-One Sports, Inc. is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto, hereto or their respective successors and assigns as permitted hereunder or One-On-One Sports, Inc.hereunder.