Common use of Binding Effect; Benefit; Assignment Clause in Contracts

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 7 contracts

Samples: Tender and Support Agreement, Tender and Support Agreement (Jazz Pharmaceuticals PLC), Tender and Support Agreement (Sutron Corp)

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Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.24.1. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 6 contracts

Samples: Tender and Support Agreement (Poseida Therapeutics, Inc.), Tender and Support Agreement, Tender and Support Agreement (Roche Holding LTD)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer permitted under Section 4.2. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) in violation of this Agreement without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 4 contracts

Samples: Tender and Support Agreement (Oepx, LLC), Tender and Support Agreement (X Rite Inc), Tender and Support Agreement (X Rite Inc)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other partiesparty, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned assigned, in whole or in part, by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 4 contracts

Samples: Merger Agreement (Blackhawk Network Holdings, Inc), Voting and Support Agreement (Silver Lake Group, L.L.C.), Voting and Support Agreement (P2 Capital Partners, LLC)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, except that the Committee is the intended third party beneficiary of Sections 3.1 and 6.1(vii). Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law law or otherwise) without the prior written consent of the other partiesparty, except to the extent that such rights, interests or obligations are assigned pursuant to a an involuntary Transfer expressly permitted under as provided in Section 4.26.1. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Note Purchase and Class B Share Agreement (Schorsch Nicholas S), Note Purchase and Class B Share Agreement (RCS Capital Corp)

Binding Effect; Benefit; Assignment. The parties Parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Tender and Support Agreement (Zymogenetics Inc), Tender and Support Agreement (Warburg Pincus LLC)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties provisions of this Agreement shall be binding upon and covenants set forth herein are solely for shall inure to the benefit of the other parties, in accordance with parties hereto and subject to the terms their respective successors and assigns. No provision of this Agreement, and this Agreement is not intended toto confer any rights, and does notbenefits, confer remedies, obligations or liabilities hereunder upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth hereintheir respective successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Merger Agreement (Rocket Fuel Inc.), Tender and Support Agreement (Sizmek Inc.)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties provisions of this Agreement shall be binding upon and covenants set forth herein are solely for shall inure to the benefit of the other parties, in accordance with parties hereto and subject to the terms their respective successors and assigns. No provision of this Agreement, and this Agreement is not intended toto confer any rights, and does notbenefits, confer remedies, obligations or liabilities hereunder upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth hereintheir respective successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Applicable Law or otherwise) without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Sizmek Inc.), Tender and Voting Agreement (Sizmek Inc.)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, except that the Committee is the intended third party beneficiary of Sections 1.1 and 5.1(vii). Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law law or otherwise) without the prior written consent of the other partiesparty, except to the extent that such rights, interests or obligations are assigned pursuant to a an involuntary Transfer expressly permitted under as provided in Section 4.25.1. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Series D 1 Shares Agreement (Schorsch Nicholas S), Series D 1 Shares Agreement (RCS Capital Corp)

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Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for (a) This Agreement shall inure to the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely be binding upon the representations Parties hereto and warranties set forth herein. Neither their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) Parties hereto without the prior written consent of each other Party. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the other parties, except to the extent that such rights, interests Parties hereto or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. (b) Notwithstanding anything stated in the foregoing paragraph (a), upon acknowledging this Agreement by its execution of the signature page hereto, NEWCO will be, for all purposes, treated as third party beneficiary to the representations and warranties of each Party in this Agreement, and subject to the limitations of Sections 8.01 and 8.02 shall be entitled to the benefits of Article VIII with respect to any breach thereof; provided, that NEWCO may not assign such benefits without the written consent of each Party.

Appears in 1 contract

Samples: Contribution and Joint Venture Agreement (First American Financial Corp)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for This Agreement shall inure to the benefit of and be binding upon the other partiesParties and their respective, in accordance successors (causahabientes) and assigns (cesionarios). Except with and subject respect to the terms Article VIII of this Agreement, which shall inure to the benefit of each Purchaser Indemnitee and Seller Indemnitee, all of whom are intended as express third-party beneficiaries thereof, no other Person not party to this Agreement is not intended to, and does not, confer upon any Person other than shall be entitled to the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth hereinbenefits of this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) Parties without the prior written consent of the other partiesParty. Notwithstanding the foregoing, except the Parties acknowledge and agree that Purchaser shall be entitled to designate the extent Purchaser Designees to acquire the Shares in accordance with Section 2.1, and that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party designation shall not relieve such party of any Purchaser of its obligations hereunder. Subject to the foregoing, and liabilities under this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assignsAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (PPG Industries Inc)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2; provided, however, that Parent or Purchaser may assign this Agreement to any of their respective affiliates. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: Tender and Support Agreement (MaxPoint Interactive, Inc.)

Binding Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of Law law or otherwise) without the prior written consent of the other party or parties, except to the extent that such rights, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Appears in 1 contract

Samples: Note Purchase Agreement (RCS Capital Corp)

Binding Effect; Benefit; Assignment. (a) The parties hereby agree that their respective representationsprovisions of this Agreement shall be binding upon and, warranties and covenants set forth herein are solely for except as provided in Section 6.03, shall inure to the benefit of the other parties, in accordance with parties hereto and subject their respective successors and assigns. Except for the rights to payments pursuant to the terms Plan of this AgreementArrangement or as provided in Section 6.03, and no provision of this Agreement is not intended toto confer any rights, and does notbenefits, confer remedies, obligations or liabilities hereunder upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. their respective successors and assigns. (b) Neither this Agreement nor any of the rights, interests rights or obligations hereunder under this Agreement shall be assigned assignable by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that Parent and Acquisition Sub may assign all or part of their respective rights or obligations, including without limitation the rights to acquire the extent that such rightsCompany Shares, interests or obligations are assigned pursuant to a Transfer expressly permitted under Section 4.2. No assignment by any party shall relieve such party of any of its without reducing their own obligations hereunder, to an Affiliate of Parent. Subject to the foregoingthereto, this Agreement will be binding upon, inure shall enure to the benefit of and be enforceable by binding upon the parties and their respective successors (including any successor by reason of amalgamation of any party) and permitted assigns.

Appears in 1 contract

Samples: Arrangement Agreement (Ipsco Inc)

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