Binding Agreement; Successors and Assigns. All covenants and agreements in this Agreement by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Secured Party or the Securities Intermediary in this Agreement shall bind its successors, co-trustees and agents.
Binding Agreement; Successors and Assigns. This Release binds Executive’s heirs, administrators, representatives, executors, successors, and assigns, and will inure to the benefit of the respective heirs, administrators, representatives, executors, successors, and assigns of any person or entity as to whom the waiver and release set forth in Section 2 applies.
Binding Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Executive and the Company and their respective heirs, legal representatives and permitted successors and assigns. If the Company shall at any time be merged or consolidated into or with any other entity, the provisions of this Agreement shall survive any such transaction and shall be binding on and inure to the benefit and responsibility of the entity resulting from such merger or consolidation (and this provision shall apply in the event of any subsequent merger or consolidation), and the Company, upon the occasion of the above-described transaction, shall include in the appropriate agreements the obligation that the payments herein agreed to be paid to or for the benefit of Executive, his beneficiaries or estate, shall be paid.
Binding Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties, as well as their respective successors, representatives, and assigns.
Binding Agreement; Successors and Assigns. The Parties and Escrow Agent represent and warrant that the execution and delivery of this Escrow Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Escrow Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement. No assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such consent not to be unreasonably withheld).
Binding Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party shall assign, convey, mortgage, pledge, encumber or otherwise transfer all or any part of its interest under this Agreement, without the prior written consent of the other parties, which consent may be withheld by any party in such party's sole and absolute discretion.
Binding Agreement; Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Company and Salsxxxx xxx their respective legal representatives, heirs, executors, administrators, and successors and assigns (as permitted by this Article 12), including any successor to the Company by merger, consolidation, or reorganization and any other person that acquires all or substantially all of the business and assets of the Company. The Company shall have the right, without the need for any consent from Salsxxxx, xx assign its rights, benefits, remedies, and obligations under this Agreement to one or more other persons. The rights, benefits, remedies, and obligations of Salsxxxx xxxer this Agreement are personal to Salsxxxx, xxwever, and may not be assigned or delegated by her; except that this shall not preclude (i) Salsxxxx xxxm designating one or more beneficiaries to receive any amount or benefit that may be paid or provided after Salsxxxx'x xxxth or (ii) the legal representative of Salsxxxx'x xxxate from assigning any right or benefit under this Agreement to the person or persons entitled thereto under Salsxxxx'x xxxl or the laws of intestacy applicable to Salsxxxx'x xxxate, as the case may be.
Binding Agreement; Successors and Assigns. (a) Subject to the limitations set forth in this Section 8.3, the terms, conditions and obligations of this Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors and assigns thereof. Neither this Agreement nor any rights or obligations hereunder may be sold, assigned, hypothecated or otherwise transferred in whole or in part by any Party, by operation of law or otherwise, without the prior written consent of Purchaser and Seller (unless Seller becomes subject to a Bankruptcy Event, in which case Seller’s consent shall not be required); provided, however, that without the applicable prior written consent the following shall be permitted:
(b) Seller may assign this Agreement upon written notice to Purchaser to an Affiliate or in connection with a sale or transfer of all or substantially all of Seller’s business or assets to which this Agreement relates, whether by way of merger, consolidation, sale of stock, sale of assets or other business combination; provided, that:
(i) Seller reasonably believes that, following such assignment, such assignee will have resources and expertise sufficient to perform all of Seller’s obligations hereunder;
(ii) if any such sale or transfer transaction results in an assignment of Seller’s interest in this Agreement to a legal entity other than Seller, the assignee also agrees in writing to assume all such obligations of Seller, including without limitation Seller’s obligations under Article 4;
(iii) Seller shall indemnify Purchaser for any Taxes that are both (A) required to be withheld from Seller’s payments to Purchaser under this Agreement, and (B) are in the aggregate in excess of the Tax amounts, if any, that would otherwise have been required to be withheld from such payments in the absence of such assignment;
(iv) following such assignment, Seller shall remain liable to Purchaser for all of Seller’s obligations hereunder arising prior to such assignment; and
(v) after giving effect to such assignment, Purchaser shall continue to have a first priority security interest in all Accounts and all Tort Claims, or ownership of the Purchased Receivables, and, if such assignment effects a change in the legal entity that is Seller under this Agreement, the assignee shall execute such reasonable documents as Purchaser may request to confirm such continued first priority security interest or ownership interest.
(c) After the Permitted Purchaser Assignment Date, Purch...
Binding Agreement; Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns, and no other person shall have any right or obligation hereunder.
Binding Agreement; Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Company and Irwix xxx their respective legal representatives, heirs, executors, administrators, and successors and assigns (as permitted by this Article 12), including any successor to the Company by merger, consolidation, or reorganization and any other person that acquires all or substantially all of the business and assets of the Company. The rights, benefits, remedies, and obligations of Irwix xxxer this Agreement are personal to Irwix xxx may not be assigned or delegated by him; except that this shall not preclude (i) Irwix xxxm designating one or more beneficiaries to receive any amount or benefit that may be paid or provided after Irwix'x xxxth or (ii) the legal representative of Irwix'x xxxate from assigning any right or benefit under this Agreement to the person or persons entitled thereto under Irwix'x xxxl or the laws of intestacy applicable to Irwix'x xxxate, as the case may be.
