Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; (b) for the provisions of Article 7, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective legal representatives, successors and authorized assigns. Except as contemplated in Section 4.9(e), no Party may assign any of its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its Affiliates, which assignment will not relieve Buyer of any of its obligations under this Agreement or such other Transaction Document.
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Samples: Stock and Membership Interest Purchase Agreement (CST Brands, Inc.)
Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except: (a) as otherwise expressly provided in this Agreement or another 82 Transaction Document; (b) for the provisions of Article 7, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective legal representatives, successors and authorized assigns. Except as contemplated in Section 4.9(e), no Party may assign any of its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its Affiliates, which assignment will not relieve Buyer of any of its obligations under this Agreement or such other Transaction Document.
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Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; (b) for the provisions of Section 5.10, which are intended for the benefit of, and will be enforceable by, the Buyer Released Parties; and (c) for the provisions of Article 78, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective legal representatives, successors and authorized assigns. Except as contemplated in Section 4.9(e), no No Party may assign any of its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its Affiliates, which assignment will not relieve Buyer of any of its obligations under this Agreement or such other Transaction Document.
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Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; (b) for the provisions of Section 5.10, which are intended for the benefit of, and will be enforceable by, Seller Released Parties and Buyer Released Parties; and (c) for the provisions of Article 78, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such any other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other any, each Transaction Document, this Agreement and the other Transaction Documents Document being for the exclusive benefit of the Parties and their respective legal representatives, successors and authorized assigns. Except as contemplated in Section 4.9(e), no No Party may assign any of its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its Affiliates, which assignment will not relieve Buyer of any of its obligations under this Agreement or such other Transaction Document.
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Samples: Stock Purchase Agreement (Novation Companies, Inc.)
Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his, her or its heirs, legal representativesrepresentatives (including any personal representative), successors and authorized assigns. Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; Document and (b) for the provisions of Article 7, 7 which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective heirs, legal representativesrepresentatives (including any personal representative), successors and authorized assigns. Except as contemplated in Section 4.9(e), no No Party may assign any of his, her or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party other Parties to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its Affiliates, which assignment will not relieve Buyer of any of its obligations under this Agreement or such other Transaction Document.
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Binding Effect; Benefits; Assignment. The All of the terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and his or its heirs, legal representatives, successors and authorized assigns. Except: (a) Except as otherwise expressly provided in this Agreement or another Transaction Document; (b) for the provisions of Article 7, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective heirs, legal representatives, successors and authorized assigns. Except as contemplated in Section 4.9(e), no No Party may will assign any of his or its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party other Parties to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or any of its other Transaction Document to one or more of its Affiliates, and Buyer may, without consent, collaterally assign all or part of its rights under this Agreement or any of the other Transaction Documents as may be required from time to time pursuant to any of the agreements which assignment are the subject of either Section 3.4 or Section 4.12, which assignments will not relieve Parent or Buyer of any of its obligations under this Agreement or such other Transaction Document.
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Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; and (b) for the provisions of Section 5.9(d) and Article 78, which are intended to be for the benefit of, and will be enforceable by, the Seller Sellers Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective legal representatives, successors and authorized assigns. Except as contemplated in Section 4.9(e), no No Party may assign any of its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party Parties to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer Parents and Buyers may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its their Affiliates, which assignment will not relieve Buyer Parents and/or Buyers of any of its obligations under this Agreement or such other Transaction Document.
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Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; and (b) for the provisions of Article 78, which are intended to be for the benefit of, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective legal representatives, successors and authorized assigns. Except as contemplated in Section 4.9(e), no No Party may assign any of its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party other Parties to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its Affiliates, Affiliates which assignment will not relieve Buyer of any of its obligations under this Agreement or such other Transaction Document.
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Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except: (a) as otherwise expressly provided in this Agreement or another Transaction Document; (b) for the provisions of Section 4.14, which are intended for the benefit of, and will be enforceable by, the parties described therein; (c) for the provisions of Article 7, which are intended to be for the benefit of, and will be enforceable by, the Seller Equityholder Indemnified Parties and the Buyer Parent Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the Parties and their respective legal representatives, successors and authorized assigns. Except as contemplated Other than an assignment by Parent to a Product Transferee in accordance with and subject to the terms of Section 4.9(e)1.14, no Party may assign any of its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the Other Party to this Agreement or the other parties Other Parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer Parent may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to to: (i) one or more of its Affiliates; or (ii) to any lender for collateral purposes, which assignment will not relieve Buyer Parent of any of its obligations under this Agreement or such other Transaction Document.
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Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed or to be executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except: (a) Except as otherwise expressly provided in this Agreement or another Transaction Document; (b) , this Agreement and the other Transaction Documents are for the provisions exclusive benefit of Article 7, which are intended to be for the benefit ofParties thereto and (as applicable) their respective successors and authorized assigns, and will be enforceable by, the Seller Indemnified Parties and the Buyer Indemnified Parties; (c) the provisions of Section 4.12, which are intended to be for the benefit of, and will be enforceable by, the Persons against whom claims are released therein; (d) the provisions of Section 4.13, which are intended to be for the benefit of, and will be enforceable by, the Persons described therein, and (e) the provisions of Section 4.9(e), nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document; provided that, this Agreement notwithstanding the foregoing (a) the provisions of Section 4.5 are intended for the benefit of, and will be enforceable by, the Acquired Company Released Persons and the other Transaction Documents being Seller Released Persons; and (b) the provisions of ARTICLE 7 are intended for the exclusive benefit of the Parties of, and their respective legal representativeswill be enforceable by, successors each Seller Related Person, Buyer Indemnified Party and authorized assignsSeller Indemnified Party. Except as contemplated in Section 4.9(e), no No Party may assign any of its rights or obligations under this Agreement or any other another Transaction Document to any other Person without the prior written consent of the Other other Party to this Agreement or the other parties Parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void. No Party may assign any of its rights or obligations under this Agreement or another Transaction Document to any other Person without the prior written consent of the other Party to this Agreement or the other Parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its Affiliates, which assignment will not relieve Buyer of any of its obligations under this Agreement or such other Transaction Document.. Purchase Agreement
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