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: Option Agreement (Legacy Communications Corp), Asset Purchase Agreement (Legacy Communications Corp), Option Agreement (Legacy Communications Corp)
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 assigns. Neither Buyer the Buyers nor Seller the Sellers may assign this Agreement without the prior written consent of the other party hereto, Party hereto except that Buyer each of the Buyers, the Sellers and 00xx Xxxxxx may assign their rights (but not their obligations) under this Agreement to an Affiliate if Buyer fully guarantees of the Buyers, the Sellers or 62nd Street, as the case may be, and to Seller the performance hereunder of its Affiliatetheir financing sources.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media 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 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 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 hereto, their respective successors and assigns. Neither Buyer nor Seller may assign assignees; provided, however, that this Agreement without may not be assigned by the prior written consent Seller but may be assigned by Buyer to a wholly owned subsidiary. If so assigned Buyer shall notify Seller and provide a copy of the other party hereto, except that Buyer may assign this Agreement said assignment to an Affiliate if Buyer fully guarantees to Seller the performance hereunder of its AffiliateSeller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Arts Way Manufacturing Co Inc)
Benefit and Assignment. This Agreement shall be binding upon binds and shall inure inures to the benefit of the parties each party hereto and their respective its successors and proper assigns. Neither Buyer nor Seller Sellers may assign their interests under this Agreement to any other person or entity without the prior written consent of the other party heretoparties; provided, except however, that Buyer may assign this Agreement its rights, duties and obligations hereunder to an Affiliate if one or more subsidiaries or affiliates of Buyer; and further provided that in the instance of such assignment Buyer fully guarantees to Seller shall guaranty the performance hereunder of its Affiliateassignee hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Health Services 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 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 and shall inure to the benefit of the parties Parties hereto and their respective successors and assigns. Neither Buyer Buyers nor either Seller may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party heretoParty, except that Buyer either Buyers may assign the Agreement in whole or in part to one or more of its Affiliates, provided that it shall not be released thereby. Except as expressly provided in this Agreement, this Agreement to an Affiliate if Buyer fully guarantees to Seller is not intended to, nor shall it, create any rights in any person other than the performance hereunder of its AffiliateParties.
Appears in 1 contract
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 heretoparty, except that Buyer may assign this Agreement such consent not to an Affiliate if Buyer fully guarantees to Seller the performance hereunder of its Affiliatebe unreasonably withheld.
Appears in 1 contract
Samples: Asset Purchase Agreement (F2 Broadcast Network Inc)
Benefit and Assignment. This Agreement shall will be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns. Neither Buyer Seller nor Seller Parent may assign its interests under 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 AffiliateBuyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ednet Inc)
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
Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. Neither Buyer nor Seller may assign ; provided, however, that this Agreement may not be assigned by either party without the prior written consent of the other party heretoother, except that the Buyer may assign any of its rights hereunder to any affiliate or wholly-owned subsidiary; and provided that Buyer shall remain fully obligated with respect to all of the obligations of Buyer under this Agreement to an Affiliate if Buyer fully guarantees to Seller and all exhibits and agreements entered into in connection with the performance hereunder of its Affiliatetransactions contemplated herein.
Appears in 1 contract
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 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: Asset Purchase Agreement (Salem Communications Corp /De/)