Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person or entity not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded. No assignment of the Agreement or of any rights or obligations hereunder may be made by either Sellers or Purchaser (by operation of Law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void, provided however that Purchaser may (i) assign any or all of its rights hereunder to one or more affiliates or designees (provided that Purchaser shall remain liable for all of its obligations hereunder) and (ii) may assign this Agreement as collateral to its sources of financing. Upon any such permitted assignment or designation, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement or any rights or obligations hereunder shall increase the liability of the Sellers under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hexacomb CORP), Stock Purchase Agreement (Pactiv Corp)
Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-third party beneficiary rights in any person or entity Person not a party to this Agreement, including any Current Employee or former employees of the Companies or of the Sellers and the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded. No assignment of the this Agreement or of any rights or obligations hereunder may be made by either Sellers the Seller or the Purchaser (by operation of Law law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, provided however however, that prior to or after the Closing, the Purchaser may (i) assign all or any or all part of its rights hereunder to one or more affiliates or designees (i) any Affiliate of the Purchaser, provided that no such assignment shall relieve the Purchaser shall remain liable for all of its obligations hereunder) and , (ii) may assign this Agreement as collateral any financial institution, lender, or investor providing to the Purchaser debt or equity financing in connection with the transactions contemplated hereby, provided that no such assignment shall relieve the Purchaser of its sources obligations hereunder, or (iii) any Person that acquires, by purchase of financing. Upon any such permitted assignment stock, purchase of assets, merger, or designationother form of transaction, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement all or any rights or obligations hereunder shall increase the liability substantially all of the Sellers under this Agreementbusiness and assets of the Purchaser or its Subsidiaries.
Appears in 2 contracts
Samples: Contribution and Purchase Agreement (Tecumseh Products Co), Contribution and Purchase Agreement (Tecumseh Products Co)