Binding Effect; Successors and Assigns; Entire Agreement Sample Clauses

Binding Effect; Successors and Assigns; Entire Agreement. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any creditor, stockholder or Affiliate of the Corporation or any other Person except the parties and the Persons who from time to time are holders of Warrants any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and the Persons who from time to time are holders of Warrants and their respective successors and permitted assigns. Except as otherwise specifically permitted or contemplated by this Agreement, neither this Agreement nor any of the rights, interests or obligations of the Corporation hereunder shall be assigned or delegated without the prior written consent of the Majority Holders. This Agreement constitutes the entire agreement of the parties with respect to the subject matter herein and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the specific subject matter hereof.
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Binding Effect; Successors and Assigns; Entire Agreement. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any Person (including creditors, stockholders and Affiliates of the Company) other than the parties and the Persons who from time to time are Stockholders any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Company and the Persons who from time to time are Stockholders and their respective successors. Except as otherwise specifically permitted or contemplated by this Agreement, neither this Agreement nor any of the rights, interests or obligations of the Company hereunder shall be assigned or delegated without the prior written consent of the Majority Investors. The provisions of Article VI shall inure to the benefit of, and be enforceable by, each of the Stockholder Indemnified Parties and the Company Indemnified Parties. This Agreement constitutes the entire agreement of the parties with respect to the subject matter herein and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the specific subject matter hereof. Without limiting the generality of the foregoing, each Stockholder which is or may be entitled, by law or Contract or otherwise, to any registration rights (other than those granted by this Agreement) with respect to any shares of Common Stock, Rights or other securities at any time or from time to time issued by the Company hereby agrees that all such rights are hereby terminated and this Agreement supersedes each and every such Contract of which such Stockholder is presently a party or beneficiary.
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Binding Effect; Successors and Assigns; Entire Agreement. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any person (including creditors, stockholders and Affiliates of the Company), other than the parties to this Agreement, any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties to this Agreement. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and executors, administrators and heirs; provided that, except as otherwise specifically permitted or contemplated pursuant to this Agreement, (i) neither this Agreement nor any of the rights, interests or obligations of the Company hereunder shall be assigned by the Company without the prior written consent of each Investor and (ii) neither this Agreement (other than Section 2.2) nor any of the rights, interests or obligations of the Investors (other than such rights, interests and obligations in connection with Section 2.2), of the Investors hereunder may be assigned by the Investors without the prior written consent of the Company other than to an Affiliate of any Investor. This Agreement and the other Transaction Documents collectively set forth the entire agreement and understanding between the parties as to the subject matter hereof and merge and supersede all prior discussions, agreements (including the letter agreement between the Company and the Investors dated August 6, 1996 and any confidentiality agreement previously executed by the Investors or any of them) and understandings of any and every nature among them with respect to such subject matter.
Sample 1
Binding Effect; Successors and Assigns; Entire Agreement. Except as -------------------------------------------------------- expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any person other than the parties hereto any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors, heirs, executors, legal representatives and permitted assigns. This Agreement sets forth the entire agreement and understanding among the parties hereto as to the specific subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them with respect to such subject matter.
Sample 1
Binding Effect; Successors and Assigns; Entire Agreement. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any Person (including creditors and affiliates of any party) other than the parties hereto any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and permitted assigns; provided, however, that, except as otherwise specifically permitted by this Agreement, neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned or delegated without the prior written consent of the party which is the non-assigning or non-delegating party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, any party shall have the right to assign its rights and obligations hereunder without the other parties' consent to a wholly-owned subsidiary or in the event of a merger or sale of all or substantially all of the assets of such party, including the merger contemplated pursuant to Section 4.2. This Agreement sets forth the entire agreement and understanding among the parties hereto as to the subject matter hereof and merges and supersedes all prior discussions and agreements between the parties.
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Binding Effect; Successors and Assigns; Entire Agreement. (a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that no assignment of any rights or obligations shall be made by any party hereto without the written consent of each other party hereto, except that Buyer may assign its rights hereunder, but not its obligations, without such consent to any Subsidiary of Buyer. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any Person other than the parties hereto any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties hereto.
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Binding Effect; Successors and Assigns; Entire Agreement. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any Person (including creditors, stockholders, Affiliates of the Company or any underwriter or prospective underwriter with respect to the Proposed Offering) other than the parties hereto any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors, heirs, executors, legal representatives and permitted assigns; provided, however, that, except as otherwise specifically permitted or contemplated by this Agreement, neither this Agreement nor any of the rights, interests or obligations of the Company hereunder shall be assigned or delegated by the Company without the prior written consent of the Holders, other than any provision herein which modifies another agreement referenced herein, which shall be assignable or delegatable by the Company as permitted in such other document. The provisions of Section 2.5 hereof shall inure to the benefit of, and be enforceable by, each present and future holder of any Existing Warrant. The provisions of Section 2.6 hereof shall inure to the benefit of, and be enforceable by, each present and future Holder of Registrable Shares. The provisions of Section 2.7 hereof shall inure to the benefit of, and be enforceable by, each present and any future Holder of an Existing Registrable Share. The provisions of Section 2.11 hereof shall inure to the benefit of, and be enforceable by, each present and future Holder of any New Warrants or any Class C Common Stock issued upon the exercise of any New Warrant. This Agreement sets forth the entire agreement and understanding among the parties hereto as to the specific subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them with respect to such subject matter. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Exchange Agreement or any other Transaction Agreement, the provisions of this Agreement shall govern.
Sample 1
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Binding Effect; Successors and Assigns; Entire Agreement. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any Person (including creditors and Affiliates of any party) other than the parties hereto any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and permitted assigns; provided, however, that, except as otherwise specifically permitted by this Agreement, neither this Agreement nor any of the rights, interests or obligations of the Company or WebMD hereunder shall be assigned or delegated without the prior written consent of the other party. This Agreement sets forth the entire agreement and understanding among the parties hereto as to the subject matter hereof.
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Binding Effect; Successors and Assigns; Entire Agreement. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as provided in this Section 5.2 and Article IV hereof, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any Person other than the parties hereto any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties hereto. Either Seller may assign the right to receive payment for such Seller's portion of the Shares as provided for herein to any other Person. This Agreement sets forth the entire agreement and understanding among the parties hereto as to the subject matter hereof and thereof and merge and supersede all prior discussions, agreements and understandings of any and every nature between them with respect to such subject matter.
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Related to Binding Effect; Successors and Assigns; Entire Agreement

  • Successors and Assigns; Entire Agreement This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Investor may assign its rights under this Agreement to any subsequent holder of the Registrable Securities, provided that the Company shall have the right to require any holder of Registrable Securities to execute a counterpart of this Agreement as a condition to such holder's claim to any rights hereunder. This Agreement, together with the Securities Purchase Agreement, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

  • Binding Effect; Successors and Assigns This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company's request.

  • Entire Agreement; Successors and Assigns This Agreement contains the entire understanding of the Participants and supersedes all prior agreements and understandings between the Participants relating to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Participants.

  • Binding Nature of Agreement; Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement.

  • Binding Agreement; Successors and Assigns All covenants and agreements in this Agreement by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Secured Party, the Servicer or the Intermediary in this Agreement shall bind their respective successors, co-trustees and agents.

  • Binding Upon Successors and Assigns Subject to, and unless otherwise provided in, this Agreement, each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon, and inure to the benefit of, the permitted successors, executors, heirs, representatives, administrators and assigns of the parties hereto.

  • Agreement Binding Upon Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, executors, trustees or other legal representatives, but the rights and obligations of the parties hereunder may not be Transferred or delegated except as provided in this Agreement and any attempted Transfer or delegation thereof that is not made pursuant to the terms of this Agreement shall be void.

  • Governing Law; Successors and Assigns This Agreement shall be governed by the laws of the State of New York and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank.

  • Successors and Assigns; Binding Effect This Agreement shall be binding upon and inure to the benefit of you and the Company and their respective successors and permitted assigns.

  • Successors and Assigns; Binding Agreement The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, personal representatives, successors and permitted assigns. This Agreement is a personal contract, and, except as specifically set forth herein, the rights and interests of the Executive herein may not be sold, transferred, assigned, pledged or hypothecated by any party without the prior written consent of the others. As used herein, the term “successor” as it relates to the Company, shall include, but not be limited to, any successor by way of merger, consolidation or sale of all or substantially all of such Person’s assets or equity interests.

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