Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Except as permitted in Section 8.2, neither Party shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law or otherwise) without the prior written consent of the other Party. Any assignment of rights or delegation of duties under this Agreement by a Party without the prior written consent of the other Party, if such consent is required hereby, shall be void. No such assignment or delegation shall relieve the assignor or delegator of its obligations hereunder, except that if a Party delegates any of its obligations hereunder with the prior written consent of the other Party, then it shall be relieved of those obligations assumed by its delegatee. The Representative (as to Sections 6.1, 7.4 and 9.2), the registered holders and any such transferee shall be deemed third party beneficiaries of this Agreement. Except as otherwise provided herein, no other person shall be, or be deemed to be, a third party beneficiary of this Agreement.
Appears in 6 contracts
Samples: Warrant Agreement (Dov Pharmaceutical Inc), Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Symmetry Holdings Inc)
Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties parties and their respective heirs, executors, administrators and other successors and assigns and shall inure to the benefit of the Parties parties and their respective heirs, executors, administrators and other successors and permitted assigns. Except as permitted in Section 8.2, neither Party No party shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law or otherwise) without the prior written consent of the other Partyparties. Any assignment of rights or delegation of duties under this Agreement by a Party party without the prior written consent of the another other Partyparty or parties, if such consent is required hereby, shall be void. No such assignment or delegation shall relieve the assignor or delegator of its obligations hereunder, except that if a Party party assigns or delegates any of its obligations as permitted hereunder with the prior written consent of the other Partyparties, then it shall be relieved of those obligations assumed by its delegateetransferee. The Representative (as to Sections 6.1, 7.4 and 9.2), the registered holders and any Any such transferee shall be deemed a third party beneficiaries beneficiary of this Agreement. Except as otherwise provided herein, no other person shall be, or be deemed to be, a third party beneficiary of this Agreement.
Appears in 6 contracts
Samples: Stock Escrow Agreement (Symmetry Holdings Inc), Stock Escrow Agreement (Symmetry Holdings Inc), Stock Escrow Agreement (Sterling Gold Corp)
Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Except as permitted in Section 8.2, neither No Party shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law or otherwise) without the prior written consent of the other Party. Any assignment of rights or delegation of duties under this Agreement by a Party without the prior written consent of the other Party, if such consent is required hereby, shall be void. No such assignment or delegation shall relieve the assignor or delegator of its obligations hereunder, except that if a Party party assigns or delegates any of its obligations as permitted hereunder with the prior written consent of the other Partyparties, then it shall be relieved of those obligations assumed by its delegateetransferee. The Representative (as to Sections 6.1, 7.4 and 9.2)Except for any such transferee, the registered holders Public Stockholders, the Existing Stockholders and any such transferee shall be deemed third party beneficiaries of this Agreement. Except as otherwise provided hereinthe Underwriters, no other person Person shall be, or be deemed to be, a third party beneficiary of this AgreementAgreement other than as expressly set forth herein.
Appears in 5 contracts
Samples: Investment Management Trust Agreement (Symmetry Holdings Inc), Investment Management Trust Agreement (Symmetry Holdings Inc), Investment Management Trust Agreement (Symmetry Holdings Inc)
Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties and their respective successors successors, assigns, heirs, executors, administrators and assigns other legal representatives and shall inure to the benefit of the Parties and their respective successors and successors, permitted assigns, heirs, executors, administrators and other legal representatives. Except as permitted in Section 8.2, neither No Party shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law or otherwise) without the prior written consent of the other Party, except that the Purchaser may assign this Agreement as collateral to its lenders and such lenders or their assigns may exercise their rights and remedies with respect to indemnification claims pursuant to Article VIII. Except as contemplated in Section 8.1, no Person shall be, or be deemed to be, a third party beneficiary of this Agreement. Any assignment of rights or delegation of duties under this Agreement by a Party without the prior written consent of the other Party, if such consent is required hereby, shall be void. No such assignment or delegation shall relieve the assignor or delegator of its obligations hereunder, except that if a Party delegates any of its obligations hereunder with the prior written consent of the other Party, then it shall be relieved of those obligations assumed by its delegatee. The Representative (as to Sections 6.1, 7.4 and 9.2), the registered holders and any such transferee shall be deemed third party beneficiaries of this Agreement. Except as otherwise provided herein, no other person shall be, or be deemed to be, a third party beneficiary of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dualstar Technologies Corp), Stock Purchase Agreement (Dualstar Technologies Corp)
Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the Parties parties and their respective successors and permitted assigns. Except as permitted Nothing in Section 8.2, neither Party this Agreement shall assign create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. No assignment of its this Agreement or of any rights or delegate obligations hereunder may be made by any of its duties under this Agreement party, directly or indirectly (by operation of law Law or otherwise) ), without the prior written consent of the other Party. Any parties hereto and any attempted assignment of rights or delegation of duties under this Agreement by a Party without the prior written consent of the other Party, if such consent is required hereby, consents shall be void. No ; provided, however, Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any Person or Persons purchasing all or substantially all of the Assets conveyed by this Agreement and (ii) designate one or more of its Affiliates to perform its obligations hereunder; provided, further, however, that in any such assignment or delegation case, Purchaser shall relieve remain responsible for the assignor or delegator performance of all of its obligations hereunder, except that if a Party delegates . No assignment of any of its obligations hereunder with shall relieve the prior written consent parties hereto of the other Party, then it shall be relieved of those obligations assumed by its delegatee. The Representative (as to Sections 6.1, 7.4 and 9.2), the registered holders and any such transferee shall be deemed third party beneficiaries of this Agreement. Except as otherwise provided herein, no other person shall be, or be deemed to be, a third party beneficiary of this Agreementobligations.
Appears in 2 contracts
Samples: Asset Purchase Agreement (World Moto, Inc.), Asset Purchase Agreement (Net Profits Ten Inc.)
Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties parties hereto and their respective successors and assigns and shall inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Except as permitted expressly provided in Section 8.27.2, neither Party no party hereto shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law Law or otherwise) without the prior written consent of the other Party. Any each Member, and any purported assignment of rights or delegation of duties under this Agreement by a Party without the such prior written consent of the other Partyconsent, if such consent is required hereby, shall be void. No such assignment or delegation shall relieve the assignor or delegator of its obligations hereunder, except that if a Party delegates . No Person (including any of its obligations hereunder with the prior written consent of the other Party, then it shall be relieved of those obligations assumed by its delegatee. The Representative (as to Sections 6.1, 7.4 and 9.2employee), other than Indemnified Parties as provided in the registered holders and any such transferee shall be deemed third party beneficiaries of this Agreement. Except as otherwise provided hereinnext sentence, no other person shall be, or be deemed to be, a third party beneficiary of this Agreement. Each Indemnified Party is intended to be a third party beneficiary of Section 6.6.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Comstock Mining Inc.), Limited Liability Company Operating Agreement (Winfield John V)
Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties parties and their respective successors and assigns and shall inure to the benefit of the Parties parties and their respective successors and permitted assigns. Except as permitted in Section 8.2, neither Party No party shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law or otherwise) without the prior written consent of the other Partyparties. Any assignment of rights or delegation of duties under this Agreement by a Party party without the prior written consent of the another other Partyparty or parties, if such consent is required hereby, shall be void. No such assignment or delegation shall relieve the assignor or delegator of its obligations hereunder, except that if a Party party assigns or delegates any of its obligations hereunder as permitted with the prior written consent of the other Partyparties, then it shall be relieved of those obligations assumed by its delegateetransferee. The Representative (as to Sections 6.1, 7.4 and 9.2), the registered holders and any Any such transferee shall be deemed a third party beneficiaries beneficiary of this Agreement. Except as otherwise provided herein, no No other person shall be, or be deemed to be, a third party beneficiary of this Agreement.
Appears in 1 contract
Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Except as permitted Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not a Party to this Agreement, except that (a) each of the Indemnified Directors and Officers are express third-party beneficiaries of Section 8.26.9, neither Party shall assign (b) each of the Buyer Indemnified Parties and Seller Indemnified Parties are express third-party beneficiaries of Article IX and (c) the Related Parties are express third-party beneficiaries of Section 10.11. No assignment of this Agreement or of any of its rights or delegate obligations hereunder may be made by any of its duties under this Agreement Party, directly or indirectly (by operation of law Law or otherwise) ), without the prior written consent of the other Party. Any Party hereto (which may be withheld in their sole discretion) and any attempted assignment of rights or delegation of duties under this Agreement by a Party without the required consents shall be void; provided, however, that Buyer may, without the prior written consent of the other PartySeller, if such consent is required herebyassign its rights or interests or delegate its obligations under this Agreement, shall be voidin whole or in part, to any of its Affiliates. No such assignment or delegation of any obligations hereunder shall relieve the assignor or delegator assigning Party hereto of its obligations hereunder, except that if a Party delegates any of its obligations hereunder with the prior written consent of the other Party, then it shall be relieved of those obligations assumed by its delegatee. The Representative (as to Sections 6.1, 7.4 and 9.2), the registered holders and any such transferee shall be deemed third party beneficiaries of this Agreement. Except as otherwise provided herein, no other person shall be, or be deemed to be, a third party beneficiary of this Agreementobligations.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (HMS Holdings Corp)
Binding Effect; Assignment; Third-Party Beneficiaries. This No assignment of this Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit or of the Parties and their respective successors and permitted assigns. Except as permitted in Section 8.2, neither Party shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law or otherwise) obligations hereunder may be without the prior written consent of the other Partyparty(ies) (subject to Section 2.1), and any such attempted assignment is void; provided, however, Purchaser may assign all or any of its rights hereunder to one more Affiliates of Purchaser and Seller may assign rights hereunder to the owners of the Purchased Interests pursuant to the Transaction Steps. Any No assignment of rights or delegation of duties any obligations hereunder, including an assignment under this Agreement by a Party without the prior written consent of the other PartySection 2.1, if such consent is required hereby, shall be void. No such assignment or delegation shall relieve the assignor assigning party of any such obligations or delegator of any liability for any breach by such party or its obligations hereunderassignee. Subject to the foregoing, except that if a Party delegates any of its obligations hereunder with this Agreement will be binding in all respects upon, and inure to the prior written consent benefit of, the successors and permitted assigns of the other Party, then it shall be relieved of those obligations assumed by its delegateeparties. The Representative (as to Sections 6.1, 7.4 and 9.2), the registered holders and any such transferee Nothing in this Agreement shall be deemed to create any third party beneficiaries of beneficiary rights in any Person not a party to this Agreement. Except Neither Seller nor AREG will assign rights hereunder to any Person prior to such Person’s authorization of the Transactions contemplated hereby (as otherwise provided herein, no other person shall be, or be deemed and to be, a third party beneficiary of this Agreementthe extent the same relate to such Person).
Appears in 1 contract
Samples: Purchase Agreement (Ryman Hospitality Properties, Inc.)
Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Except as permitted in Section 8.2, neither Party shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law or otherwise) without the prior written consent of the other Party. Any assignment of rights or delegation of duties under this Agreement by a Party without the prior written consent of the other Party, if such consent is required hereby, shall be void. No such assignment or delegation shall relieve the assignor or delegator of its obligations hereunder, except that if a Party delegates any of its obligations hereunder with the prior written consent of the other Party, then it shall be relieved of those obligations assumed by its delegatee. The Representative (as to Sections 6.1, [6.4], 7.4 and 9.2), the registered holders and any such transferee shall be deemed third party beneficiaries of this Agreement. Except as otherwise provided herein, no other person shall be, or be deemed to be, a third party beneficiary of this Agreement.
Appears in 1 contract