Common use of Benefit of Parties; Assignment Clause in Contracts

Benefit of Parties; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns. No party shall have the right to assign or delegate any of its rights or obligations arising hereunder, except with the prior written consent of each other party hereto; provided, however, that any party may assign any or all of its rights, and delegate any or all of its obligations, hereunder to any person or entity who shall, by merger, consolidation, transfer of assets or otherwise, have acquired all or substantially all of the assets (not counting cash and cash equivalents) of such party; provided, further, that no such delegation shall relieve the delegating party of the obligation to satisfy and discharge the obligation(s) so delegated. Notwithstanding the foregoing, the Seller shall have the right to assign this Agreement, and any rights and obligations arising hereunder, to an Affiliate of the Seller without the prior written consent of any other party hereto; provided, that no such assignment shall relieve the Seller of any of its obligations hereunder. Any purported assignment or delegation in violation of this Section 17.3 shall be null and void ab initio. 17.4

Appears in 1 contract

Samples: Asset Purchase Agreement (Vimrx Pharmaceuticals Inc)

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Benefit of Parties; Assignment. This Agreement shall be binding upon ------------------------------ and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns. No party shall have the right to assign or delegate any of its rights or obligations arising hereunder, except with the prior written consent of each other party hereto; provided, however, that any party may assign any or all of its rights, -------- ------- and delegate any or all of its obligations, hereunder to any person or entity who shall, by merger, consolidation, transfer of assets or otherwise, have acquired all or substantially all of the assets (not counting cash and cash equivalents) of such party; provided, further, that no such delegation shall -------- ------- relieve the delegating party of the obligation to satisfy and discharge the obligation(s) so delegated. Notwithstanding the foregoing, the Seller Xxxxxx shall have the right to assign this Agreement, and any rights and obligations arising hereunder, to an Affiliate of the Seller Xxxxxx without the prior written consent of any other party hereto; provided, that no such assignment shall relieve the Seller Xxxxxx of any of its obligations hereunder. Any purported assignment or delegation in violation of this Section 17.3 23.3 shall be null and void ab initio. 17.4-- ------

Appears in 1 contract

Samples: Asset Transfer Agreement (Nexell Therapeutics Inc)

Benefit of Parties; Assignment. This Agreement shall be ------------------------------ binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns. No party shall have the right to assign or delegate any of its rights or obligations arising hereunder, except with the prior written consent of each other party hereto; provided, however, that any party may assign any or all of -------- ------- its rights, rights and delegate any or all of its obligations, obligations hereunder to any person or entity who shall, by merger, consolidation, transfer of assets or otherwise, have acquired all or substantially all of the assets (not counting cash and cash equivalents) of such party; provided, further, that no such delegation -------- ------- assignment shall relieve the delegating assigning party of the obligation to satisfy and discharge the obligation(s) so delegatedassigned. Notwithstanding the foregoing, the Seller Xxxxxx shall have the right to assign this Agreement, and any rights and obligations arising hereunderhereunder (including entering into the Related Documents), to an Affiliate one or more Affiliates of the Seller Xxxxxx without the prior written consent of any other party hereto; provided, that no such assignment shall relieve the Seller Xxxxxx of any of its -------- obligations hereunder. Any purported assignment or delegation in violation of this Section 17.3 15.6 shall be null and void ab initio. 17.4.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nexell Therapeutics Inc)

Benefit of Parties; Assignment. This Agreement shall be binding ------------------------------ upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns. No party hereto shall have the right to assign or delegate any of its rights or obligations arising hereunder, except with the prior written consent of each other party hereto; provided, however, ----------------- that any party hereto may assign any or all of its rights, and delegate any or all of its obligations, hereunder to any person or entity who shall, by merger, consolidation, transfer of assets or otherwise, have acquired all or substantially all of the assets (not counting cash and cash equivalents) of such party; provided, further, that no such delegation shall relieve the ----------------- delegating party of the obligation to satisfy and discharge the obligation(s) so delegated. Notwithstanding the foregoing, the Seller Xxxxxx shall have the right to assign this Agreement, and any rights and obligations arising hereunder, to an Affiliate of the Seller Xxxxxx without the prior written consent of any other party hereto; provided, that no such assignment shall relieve the Seller Xxxxxx of any of its obligations hereunder. Any purported assignment or delegation in violation of this Section 17.3 18.3 shall be null and void ab -- initio. 17.4------

Appears in 1 contract

Samples: Acquisition Agreement (Vimrx Pharmaceuticals Inc)

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Benefit of Parties; Assignment. This Agreement shall be binding upon ------------------------------ and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns. No party shall have the right to assign or delegate any of its rights or obligations arising hereunder, except with the prior written consent of each other party hereto; provided, however, that any party may assign any or all of its rights, -------- ------- and delegate any or all of its obligations, hereunder to any person or entity who shall, by merger, consolidation, transfer of assets or otherwise, have acquired all or substantially all of the assets (not counting cash and cash equivalents) of such party; provided, further, that no such delegation shall -------- ------- relieve the delegating party of the obligation to satisfy and discharge the obligation(s) so delegated. Notwithstanding the foregoing, the Seller shall have the right to assign this Agreement, and any rights and obligations arising hereunder, to an Affiliate of the Seller without the prior written consent of any other party hereto; provided, that no such assignment shall relieve the Seller of any of its obligations hereunder. Any purported assignment or delegation in violation of this Section 17.3 16.3 shall be null and void ab initio. 17.4------------ -- ------

Appears in 1 contract

Samples: Asset Purchase Agreement (Urogen Corp)

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