Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither Buyer nor Seller may assign this Agreement without the prior written consent of the other party hereto, except that Buyer may assign this Agreement to an Affiliate if Buyer fully guarantees to Seller the performance hereunder of its Affiliate.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Legacy Communications Corp), Option Agreement (Legacy Communications Corp), Option Agreement (Legacy Communications Corp)

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Benefit and Assignment. This Agreement shall be binding upon upon, and shall inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. Neither Buyer nor Seller may assign this Agreement nor any rights hereunder may be assigned or transferred, and no duties may be delegated, by Seller without the prior written consent of the other party hereto, except that Buyer. Buyer may assign this Agreement or transfer its rights and delegate its duties hereunder to an any Affiliate if Buyer fully guarantees to Seller the performance hereunder of its AffiliateBuyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Italian Pasta Co), Asset Purchase Agreement (American Italian Pasta Co), Asset Purchase Agreement (American Italian Pasta Co)

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Buyer nor Seller may assign its interest under this Agreement without with the prior written consent of the other party heretoBuyer, except that Buyer may assign this Agreement to an Affiliate if Buyer fully guarantees to Seller the performance hereunder of its Affiliatewhich consent shall not be unreasonably withheld.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Debut Broadcasting Corporation, Inc.), Asset Purchase Agreement (Debut Broadcasting Corporation, Inc.)

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither Buyer nor The rights of the Seller may assign this Agreement without the prior written consent not be assigned. The rights of the other party hereto, except that Buyer may assign this Agreement be assigned to an Affiliate if a subsidiary or affiliate of the Buyer, provided that any such assignment shall in no way relieve the Buyer fully guarantees to Seller the performance hereunder of its Affiliateobligations and responsibilities under this Agreement.

Appears in 2 contracts

Samples: Agreement (Medical Technology Systems Inc /De/), Asset Acquisition Agreement (Medical Technology Systems Inc /De/)

Benefit and Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Seller, whether by merger, operation of law or otherwise. This Agreement may not be assigned by the Seller without the prior written consent of the Buyer, whether by merger, operation of law or otherwise. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither Buyer nor Seller may assign this Agreement without the prior written consent of the other party hereto, except that Buyer may assign this Agreement to an Affiliate if Buyer fully guarantees to Seller the performance hereunder of its Affiliatetheir permitted successors, assignees and beneficiaries in interest.

Appears in 2 contracts

Samples: Guaranty Agreement (Green Plains Inc.), Guaranty Agreement (Green Plains Inc.)

Benefit and Assignment. This Agreement shall be binding upon upon, and shall inure to the benefit of of, the parties hereto hereto, their legal representatives, successors, and their respective successors and assignsassignees. Neither Buyer nor Seller This Agreement may assign this Agreement without the prior written consent of the other party heretonot be assigned by either party, except that Buyer may Purchaser shall have the right to assign this Agreement to an Affiliate if Buyer fully guarantees to Seller the performance hereunder any entity controlled by Purchaser. No such assignment by Purchaser shall relieve Purchaser of its Affiliateobligations hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (ORBCOMM Inc.), Asset Purchase Agreement (ORBCOMM Inc.)

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither Buyer nor Seller may assign this Agreement without the prior written consent of the other party hereto, parties hereto except that Buyer may assign its rights and obligations under this Agreement to an Affiliate if of Buyer; provided, that Buyer fully guarantees will remain liable in the event such assignee fails to Seller the performance hereunder of its Affiliatefulfill Buyer's obligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acme Intermediate Holdings LLC)

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither The rights of the Seller hereunder may not be assigned. The rights of the Buyer nor Seller may assign be assigned to a subsidiary or affiliate of the Buyer, provided that any such assignment shall in no way relieve the Buyer of its obligations and responsibilities under this Agreement without unless the prior written Seller consents thereto (such consent of the other party hereto, except that Buyer may assign this Agreement not to an Affiliate if Buyer fully guarantees to Seller the performance hereunder of its Affiliatebe unreasonably withheld).

Appears in 1 contract

Samples: Asset Acquisition Agreement (Medical Technology Systems Inc /De/)

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Benefit and Assignment. This Agreement shall be binding upon upon, and shall inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. Neither Buyer nor Seller may assign this Agreement nor any rights hereunder may be assigned or transferred, and no duties may be delegated, by either party without the prior written consent of the other party heretoother, except that Buyer Seller may assign this Agreement to an any entity purchasing all or substantially all of the assets of Seller and Buyer may assign or transfer its rights and delegate its duties hereunder to any Affiliate if of Buyer fully guarantees so long as Buyer agrees to guarantee the performance of all of the obligations assigned to its Affiliate in the form of a guarantee acceptable to Seller the performance hereunder of and its Affiliatecounsel.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Italian Pasta Co)

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither Buyer nor Seller may assign this Agreement without the prior written consent of the other party hereto, parties hereto except that Buyer may assign its rights (but not its obligations) under this Agreement to an Affiliate if Buyer fully guarantees to Seller the performance hereunder of its AffiliateBuyer.

Appears in 1 contract

Samples: Escrow Agreement (Salem Communications Corp /De/)

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither Buyer nor Seller may assign this Agreement without the prior written consent of the other party hereto, parties hereto except that Buyer may assign its rights and obligations under this Agreement to an Affiliate if any other party; provided, that Buyer fully guarantees will remain liable in the event such assignee fails to Seller the performance hereunder fulfill any of its AffiliateBuyer's obligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acme Intermediate Holdings LLC)

Benefit and Assignment. This Agreement shall be binding upon bind and shall inure to the benefit of the parties hereto Buyer and their respective its successors and assigns and Seller and its successors and assigns. Neither Buyer nor Seller may assign ; provided, however, that no party to this Agreement shall assign its rights or obligations hereunder to any Person, without the prior express written consent of the other party heretoparty, except that Buyer may assign this Agreement to an a Buyer’s Affiliate if without the consent of Seller so long as Buyer fully guarantees to Seller remains obligated for the satisfaction and performance hereunder of its AffiliateBuyer’s obligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amgen Inc)

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Buyer nor Seller may not voluntarily or involuntarily assign its interest under this Agreement without the prior written consent of Buyers. Buyers shall have the other party hereto, except that Buyer may right to assign this Agreement to an Affiliate if Buyer fully guarantees to Seller the performance hereunder and/or delegate all or any portion of its Affiliate.rights and obligations under this Agreement, including without limitation, assignments as collateral, provided that no such assignment and/or delegation shall relieve Buyers of their obligations hereunder in the event that its assignee fails to perform the obligations delegated. All

Appears in 1 contract

Samples: Asset Purchase Agreement (Regent Communications Inc)

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