Binding Affect; Assignment. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns. This Agreement may not be assigned by Purchaser (except to a controlled subsidiary of or parent of Purchaser) without the written consent of Seller, which consent may be withheld for any reason.
Binding Affect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by either party (by operation of law or otherwise) without the prior written consent of the other, and any attempted assignment without the required consent shall be void and of no force or effect.
Binding Affect; Assignment. This Note shall be binding upon and inure to the benefit of Maker and Holder and their respective successors and permitted assigns, and representatives. Holder may not assign its rights or obligations under this Note (by operation of law or otherwise) other than to any Permitted Transferee or Assignee as expressly provided in this Note without the prior written consent of Maker, and any attempted assignment without consent where required shall be void. The subordination provisions of this Note shall inure to the benefit of the successors and assigns of each of the Senior Debt Holders.
Binding Affect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (including, without limitation, by sale or transfer of all or substantially all assets, merger or consolidation), provided, however, that Recipient shall not assign or in any way transfer any interest in this Agreement, without the prior written consent of MLSC, such consent not to be unreasonably withheld.
Binding Affect; Assignment. This Agreement shall inure to the benefit of and be enforceable by the successors and assigns of the Company without the consent of Employee. None of the rights or obligations under this Agreement shall be assigned or transferred by Employee.
Binding Affect; Assignment. This Termination Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No assignment of this Termination Agreement or of any rights or obligations hereunder may be made by either party (by operation of law or otherwise) without the prior written consent of the other, and any attempted assignment without the required consent will be void and of no force or effect. Seller may freely assign its rights under the Note.
Binding Affect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns provided, however that this Agreement may not be transferred or assigned without the expressed written consent of SPECIALTY, except for the pending transaction with Xxxxx, which is specifically deemed to have been consented to by SPECIALTY. The parties hereto agree that except for the Xxxxx transaction, a change of control of Unilab shall constitute an assignment of this Agreement. For purposes of this Agreement, change of control means the acquisition of Unilab by any person, group or entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of Unilab) in which Unilab's shareholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition, hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity; or a sale of all or substantially all of the assets of Unilab in a transaction in which Unilab's shareholders of record as constituted immediately prior to such sale will immediately after such sale, hold less than 50% of the voting power of the surviving or acquiring entity.
Binding Affect; Assignment. The terms of this Agreement shall become effective when it has been executed by the Grantor, the Secured Party and the Intermediary, and thereafter shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted transferees.
Binding Affect; Assignment. Each party agrees that the provisions of this Agreement will be binding upon the successors, assigns, heirs, and estates of each party, provided, that anything in this Agreement to the contrary notwithstanding, this Agreement may not be assigned by any Seller without the written consent of Representative, in its sole discretion; provided further, that Representative may assign its rights under this Agreement and/or under the Purchase Agreement without the consent of any other party hereto. Representative, and any successor Representative, may resign at any time as Representative hereunder by giving at least 60 days’ prior written notice to each Seller. Upon Representative’s resignation, Representative will appoint a successor Representative; provided, however, that Representative will continue to act as Representative until a successor is appointed by Representative and such successor Representative agrees in writing to be subject to the provisions of this Agreement. Upon such resignation and the appointment of a successor Representative, the obligations and duties of the resigning Representative will terminate.
