Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Except as expressly provided in this Agreement, this Agreement and all rights hereunder may not be assigned by any Party except by prior written consent of the other Parties, and any purported assignment without such consent shall be null and void. The Parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties and their respective Subsidiaries; that the provisions of Article V shall inure to the benefit of each of the Indemnified Persons.
Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as expressly provided herein, this Agreement and all rights hereunder may not be assigned by any party hereto except by prior written consent of the other party hereto. The parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than parties hereto.
Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement and all rights hereunder may not be assigned, in whole or in part, directly or indirectly, by any Party except by prior written consent of the other Party, and any purported assignment without such consent shall be null and void; provided, that any Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party (whether by sale, merger or otherwise) so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed. The Parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties and their respective Subsidiaries and this Agreement shall not provide any third-person with any remedy claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement; provided that the provisions of Article VII shall inure to the benefit of each of the Indemnified Persons.
Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as expressly provided herein, this Agreement and all rights hereunder may not be assigned by any party hereto except by prior written consent of the other party hereto, and any purported assignment without such consent shall be null and void; provided that Purchaser may assign its right to acquire any asset and/or the obligation to pay all or part of the consideration and to assume any liability to any wholly owned Subsidiary without the prior written consent of the other party hereto. The parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than parties hereto; provided that the provisions of Article VIII will inure to the benefit of the Indemnified Parties.
Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto. Any purported assignment or delegation in contravention of this provision shall be null and void. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, the Indemnified Parties, the Indemnified Directors and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that each Financing Source and its successors and assigns shall be express third party beneficiaries of and entitled to enforce the provisions of Section 10.5, Section 12.2 and Section 12.10.
Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement shall not be assigned, whether by operation of Law or otherwise, by either party without the prior written consent of the other party hereto. Notwithstanding the foregoing, either party may (i) assign any or all of its rights and obligations under this Agreement to any of its wholly-owned Subsidiaries, (ii) assign any or all of its rights and obligations under this Agreement in connection with a sale or disposition of any assets, properties or entities or lines of business, or (iii) pledge or otherwise encumber any of its rights and obligations under this Agreement as security for any of its or its affiliates’ liabilities or obligations; provided, however, that, in each such case, no such assignment shall release the assigning party from any liability or obligation under this Agreement. Any assignment in contravention of this Section shall be void and of no effect. This Agreement is for the sole benefit of the parties to this Agreement and members of their respective Group and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Binding Effect; Assignment; No Third-Party Beneficiaries. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as expressly provided herein, this Agreement and all rights hereunder may not be assigned by any party hereto except by prior written consent of the other party hereto; provided that Purchaser may assign its right to acquire any asset and/or the obligation to pay all or part of the consideration and to assume any liability to any wholly owned Subsidiary without the prior written consent of the other party hereto; provided, further, that Purchaser agrees to guarantee the performance of any such wholly owned Subsidiary. The parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the parties hereto; provided that the provisions of Article XIII will inure to the benefit of the Indemnified Parties. The Seller Entities agree that Purchaser shall be permitted to effect the Secondary Sales and to effect an assignment of rights and obligations under this Agreement to a Secondary Sale Purchaser, subject, however, to the limitations contemplated by Section 2.5, it being understood, that no Secondary Sale Purchaser shall have any rights, claims for indemnification or other claims against any Seller Entity and no Seller Entity shall have any liability of any kind to any such Secondary Sale Purchaser, in each case as a result of such Secondary Sales, and any agreement relating to a Secondary Sale that purports to provide a basis for any such claim shall be void ab initio. No Secondary Sale Purchaser shall have any rights against any Seller Entity except and unless such Seller Entity expressly agrees in writing, and then only to the extent expressly agreed.
Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and each Holder and its successors and assigns. Except as provided in Section 5.03, neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or otherwise, by any Holder without the prior written consent of the Company. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in Article III.
Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, permitted successors, permitted assigns, permitted distributees and legal representatives. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise by either of the parties hereto without the prior written consent of the other party hereto, and any purported assignment without such consent shall be null and void. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective heirs, permitted successors, permitted assigns, permitted distributees or legal representatives any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained.
Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as expressly provided for in this Agreement or the Merger Agreement, neither this Agreement nor the rights or the obligations of either party hereto are assignable, except by operation of law, or with the written consent of the other party. Nothing contained in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their respective permitted assigns any rights or remedies of any nature whatsoever by reason of this Agreement.
