Common use of Binding Agreement; Assignment Clause in Contracts

Binding Agreement; Assignment. This Agreement and all the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties hereto.

Appears in 14 contracts

Samples: Escrow Agreement (ONE Holdings, Corp.), Escrow Agreement (Green Planet Bio Engineering Co. Ltd.), Escrow Agreement (ONE Holdings, Corp.)

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Binding Agreement; Assignment. This Agreement and all the provisions hereof is binding upon, will be binding upon and inure to the benefit of of, and be enforceable by, the Parties parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither . Neither this Agreement nor any of the rights, interests or obligations hereunder may under this Agreement shall be assigned assigned, in whole or in part, by operation of law or otherwise by any Party of the parties hereto, without the prior written consent of the other Parties party hereto.

Appears in 12 contracts

Samples: Anti Dilution Agreement (Humble Energy, Inc./Fl), Anti Dilution Agreement (Hallmark Venture Group, Inc.), Anti Dilution Agreement (Hallmark Venture Group, Inc.)

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; providedprovided that, howeverexcept as specifically provided in this Agreement, that neither this Agreement nor any of the rights, interests interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties heretoParties.

Appears in 6 contracts

Samples: Share Exchange Agreement (INVENT Ventures, Inc.), Share Exchange Agreement (Aqualiv Technologies, Inc.), Share Purchase Agreement (Monkey Rock Group, Inc.)

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party a party without the prior written consent of the other Parties heretoparty, except in accordance with operation of law.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Tisch Thomas J), Securities Purchase Agreement (Geneen June H), Stock Redemption Agreement (Motorola Inc)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and inure to the benefit of the Parties parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither but this Agreement nor any of the rights, interests or obligations hereunder may shall not be assigned assignable by any either Party without the prior written consent of the other Parties heretoParty.

Appears in 3 contracts

Samples: LLC Membership Purchase and Sale Agreement, LLC Membership Purchase and Sale Agreement, LLC Membership Purchase and Sale Agreement

Binding Agreement; Assignment. This Except as otherwise provided herein, this Agreement and all the provisions hereof will shall be binding upon upon, and inure to the benefit of of, the Parties parties hereto, and their respective successorsexecutors, administrators, heirs, beneficiaries, representatives successors and permitted assigns; provided, provided however, that neither party shall assign this Agreement nor or any of the rights, interests or obligations duty hereunder may be assigned by any Party without the prior written consent of the other Parties heretoparty.

Appears in 3 contracts

Samples: Facility Management Agreement, Facility Management Agreement, Management Agreement

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties heretoParties, and any purported assignment without such consent will be null and void.

Appears in 3 contracts

Samples: Purchase Agreement (Harry & David Holdings, Inc.), Purchase Agreement (Harry & David Holdings, Inc.), Asset Purchase Agreement (Harry & David Holdings, Inc.)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will right of the parties hereunder shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors, assigns, heirs, beneficiaries, representatives estates and permitted assigns; provided, however, that neither this legal representatives. This Agreement nor any of the rights, interests or obligations hereunder may shall not be assigned by any Party either party without the prior express written consent of the other Parties heretoparty, which consent shall not be unreasonably withheld or delayed.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Global Technologies LTD), Membership Interest Purchase Agreement (Global Technologies LTD), Interest Purchase Agreement (Focus Venture Partners, Inc)

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any either Party without the prior written consent of the other Parties heretoParty; provided, however, that Buyer may assign the rights, interests and obligations hereunder to any of its Affiliated prior to Closing, only in case Buyer’s Guarantor expressly ratifies in writing such assignment.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Colfax CORP)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and inure to the benefit of the Parties parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither but this Agreement nor any of the rights, interests or obligations hereunder may shall not be assigned assignable by any Party either party without the prior written consent of the other Parties heretoparty.

Appears in 2 contracts

Samples: LLC Membership Purchase and Sale Agreement, LLC Membership Purchase and Sale Agreement

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; providedprovided that prior to the Effective Time, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any either Party without the prior written consent of the other Parties heretoParty.

Appears in 2 contracts

Samples: Merger Agreement (Associated Banc-Corp), Merger Agreement (Bank Mutual Corp)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither this . This Agreement nor any of the rights, interests or obligations hereunder may shall not be assigned assignable by any Party party hereto without the prior written consent of the other Parties heretoparties.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Avatech Solutions Inc), Asset Purchase Agreement (Avatech Solutions Inc)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will be binding upon and shall inure to the benefit of and be binding upon each of the Parties parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither this . This Agreement nor any of the rights, interests or obligations hereunder may not be assigned by any Party party hereto without the prior written consent of the other Parties heretoparties except to a Wholly Owned Affiliate of such party, provided, however, that each of the parties hereto shall remain obligated to each other party under the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: License Agreement (Nstar/Ma), Joint Investment and Non Competition Agreement (RCN Corp /De/)

Binding Agreement; Assignment. This Subject to the terms and conditions hereof, this Agreement and all the provisions hereof will shall be binding upon on and shall inure to the benefit of the Parties parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither . Neither party shall have the right to assign this Agreement nor or any of the rights, interests or obligations its rights hereunder may be assigned by any Party without the prior written consent of the other Parties heretoparty. Any assignment without the other party’s consent shall be void and of no force and effect. Other than the right of offset provided in Section 3, the parties agree and acknowledge that there are no third party beneficiaries of this Agreement or the terms and conditions hereof.

Appears in 2 contracts

Samples: Support Agreement (Pma Capital Corp), Support Agreement (Pma Capital Corp)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither this Agreement nor party may assign any of the rights, their rights hereunder or any interests or obligations hereunder may be assigned by any Party herein without the prior written consent of the other Parties heretoparty against whom enforcement is sought.

Appears in 2 contracts

Samples: Consultant Agreement (Neurex Corp/De), Consultant Agreement (Neurex Corp/De)

Binding Agreement; Assignment. This Agreement Note and all of the provisions hereof will shall be binding upon and inure to the benefit of the Parties parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; providedprovided that, howeverexcept as specifically provided in this Note, that neither this Agreement Note nor any of the rights, interests interests, or obligations hereunder may be assigned by any Party party without the prior written consent of the other Parties heretoparties.

Appears in 1 contract

Samples: Share Purchase Agreement (Infrared Systems International)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and inure to the benefit of the Parties parties named herein and to their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither . Neither this Agreement nor any of the rights, interests or of obligations hereunder may be assigned by any Party either party without the prior written consent of the other Parties heretoparty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nuco2 Inc /Fl)

Binding Agreement; Assignment. This All the terms and provisions of this Agreement and all the provisions hereof will shall be binding upon and upon, inure to the benefit of of, and be enforceable by, the Parties parties hereto and their respective successorssuccessors and assigns, heirsand no other person shall have any right, beneficiariesbenefit or obligation under this Agreement as a third party beneficiary or otherwise. Prior to the Closing, representatives and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests rights or obligations hereunder may be assigned by any Party party without the prior written consent of the other Parties heretoparties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Balchem Corp)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will contained herein shall be binding upon and inure to the benefit of the Parties parties hereto and their respective representatives, successors, heirs, beneficiaries, representatives and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests party may assign its rights or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties heretoparty.

Appears in 1 contract

Samples: Option Agreement (Esc Merger Sub Inc)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and shall inure to the benefit of and be enforceable by the Parties parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither this Agreement nor . No party may assign any of the rights, interests its rights or delegate any of its obligations hereunder may be assigned by any Party without the prior written consent of the other Parties parties hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthstar Corp /Ut/)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, beneficiaries, legal representatives and permitted assigns; provided. Except as expressly provided herein, however, that neither this Agreement nor any of the rights, interests shall not be assignable in whole or obligations hereunder may be assigned in part by any Party hereto without the prior written consent of the other Parties hereto.

Appears in 1 contract

Samples: Run Off Services and Management Agreement (Partnerre LTD)

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Binding Agreement; Assignment. This Agreement and all of the provisions hereof will shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, provided that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by the any Party hereto without the prior written consent of the all other Parties heretoParties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inventure Group, Inc.)

Binding Agreement; Assignment. This Agreement and all the provisions hereof is binding upon, will be binding upon and inure to the benefit of of, and be enforceable by, the Parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither . Neither this Agreement nor any of the rights, interests or obligations hereunder may under this Agreement shall be assigned assigned, in whole or in part, by operation of law or otherwise by any Party of the Parties hereto, without the prior written consent of the other Parties Party hereto.

Appears in 1 contract

Samples: Anti Dilution Agreement (Acacia Diversified Holdings, Inc.)

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties parties hereto and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party party without the prior written consent of the other Parties heretoparties.

Appears in 1 contract

Samples: Reorganization and Exchange Agreement (Delta Funding Residual Exchange Co LLC)

Binding Agreement; Assignment. This Agreement and all of the ----------------------------- provisions hereof will shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, provided that neither this Agreement nor any of the rights, interests interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties hereto.Parties; provided that

Appears in 1 contract

Samples: Stock Purchase Agreement (Communications Instruments Inc)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and inure to the benefit of the Parties parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided. This Agreement, howeverand the rights and obligations hereunder, that neither this Agreement nor any of the rights, interests or obligations hereunder may not be assigned by any Party either party without the prior written consent of the other Parties heretoparty.

Appears in 1 contract

Samples: License Agreement (Claiborne Liz Inc)

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither . Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any a Party without the prior written consent of the other Parties hereto.Parties

Appears in 1 contract

Samples: Acquisition Agreement (Rogers Corp)

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither . Neither Party may assign either this Agreement nor or any of the its rights, interests interests, or obligations hereunder may be assigned by any Party without the prior written consent approval of the other Parties heretoParty; provided that without any such consent, either Party may assign any or all of its rights and any claims under this Agreement for collateral purposes to one or more of its creditors.

Appears in 1 contract

Samples: Reorganization Agreement (Nexstar Finance LLC)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will right of the ----------------------------- parties hereunder shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors, assigns, heirs, beneficiaries, representatives estates and permitted assigns; provided, however, that neither legal representatives. No rights or obligations under this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties parties hereto.

Appears in 1 contract

Samples: Trust Preferred Purchase Agreement (Sal Trust Preferred Fund I)

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, that neither . Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party the Parties without the prior written consent of the other Parties heretonon-assigning Party(ies) (which consent shall not be unreasonably withheld, conditioned or delayed) unless such assignment is in connection with an acquisition or merger transaction pursuant to which substantially all of the business of the assigning Party is assigned.

Appears in 1 contract

Samples: License Agreement (Forian Inc.)

Binding Agreement; Assignment. This Agreement and all of the provisions hereof will shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, provided that neither this Agreement nor any of the rights, interests interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties heretoParty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kulicke & Soffa Industries Inc)

Binding Agreement; Assignment. This All the terms and provisions of ----------------------------- this Agreement and all the provisions hereof will shall be binding upon and upon, inure to the benefit of of, and be enforceable by, the Parties parties hereto and their respective successors, heirs, beneficiarieslegal representatives, representatives successors and permitted assigns; provided, however, that neither this . This Agreement nor any of the rights, interests or obligations hereunder may not be assigned by any Party a party without the prior written consent of the other Parties parties hereto.

Appears in 1 contract

Samples: Membership Investment Agreement (Mediconsult Com Inc)

Binding Agreement; Assignment. This Agreement and all of the ----------------------------- provisions hereof will shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, however, provided that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties heretoParties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amvescap PLC/London/)

Binding Agreement; Assignment. This Agreement and all the provisions hereof will shall be binding upon and upon, shall inure to the be benefit of of, and shall be enforceable by, the Parties and their respective successors, heirs, beneficiaries, representatives successors and permitted assigns; provided, howeverprovided that, that neither except as expressly provided herein, no Party to this Agreement nor any of the rights, interests may assign its rights or obligations delegate its duties hereunder may be assigned by any Party without the prior written consent of the other Parties heretoParty.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Tampa Electric Co)

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