Common use of Binding Nature; Assignment Clause in Contracts

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and 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 hereto without prior written consent of the other parties; provided, however, that Buyer may assign all or any part of its rights under this Agreement and delegate all or any part of its obligations (including, without limitation, the assumption of any of the Real Property Leases or any obligations thereunder) to one or more corporations, partnerships, limited liability companies or other entities all or substantially all of the capital stock or equity interests of which are owned by Buyer (each a "Subsidiary"), in which event all of the rights and powers of Buyer and remedies available to it hereunder shall extend to and be enforceable by each such Subsidiary; provided, further, however, that notwithstanding anything contained in this Agreement to the contrary, in the event of any such assignment or delegation, Buyer shall become jointly and severally liable for all actions of any Subsidiary pursuant to this Agreement and all obligations hereunder. In the event of any such assignment and delegation the terms "Buyer" and "party" as used in this Agreement shall be deemed to refer to each such Subsidiary of Buyer where reference is made to actions to be taken with respect to the acquisition of the Purchased Assets and the assumption of the Assumed Liabilities and shall be deemed to include both Buyer and each such Subsidiary where appropriate.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests interest or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties; except, that (i) iParty may assign any of its rights hereunder to any affiliates or wholly-owned subsidiaries (a "Permitted Designee") (and upon such designation as a Permitted Designee hereunder, such Permitted Designee shall become obligated to perform any and all obligations arising hereunder in respect of that portion of the Acquired Assets and Assumed Obligations allocable thereto; provided, however, that Buyer may assign all or any part iParty shall remain obligated to perform the obligations of its rights under this Agreement and delegate all or any part of its obligations (including, without limitation, the assumption of any of the Real Property Leases or any obligations thereunder) to one or more corporations, partnerships, limited liability companies or other entities all or substantially all of the capital stock or equity interests of which are owned by Buyer (each a "Subsidiary"), in which event all of the rights and powers of Buyer and remedies available to it hereunder shall extend to and be enforceable by each such Subsidiary; provided, further, however, that notwithstanding anything contained in this Agreement to the contraryPurchaser" hereunder, in the event of any such assignment or delegation, Buyer shall become jointly and severally liable for all actions of Permitted Designee thereof fails to perform any Subsidiary pursuant to obligation arising under this Agreement required of it as a "Purchaser" hereunder, and all (ii) Purchaser may grant a security interest in its rights and interests hereunder to its third-party lender(s). Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations hereunder. In the event or liabilities under or by reason of any such assignment and delegation the terms "Buyer" and "party" as used in this Agreement shall be deemed to refer to each such Subsidiary of Buyer where reference is made to actions to be taken with respect to the acquisition of the Purchased Assets and the assumption of the Assumed Liabilities and shall be deemed to include both Buyer and each such Subsidiary where appropriateAgreement.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and 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 hereto without prior written consent of the other parties; provided, however, parties (which shall not be unreasonably withheld or delayed) except (i) that Buyer Purchaser may assign all or any part of its rights under this Agreement hereunder and delegate all or any part of its obligations (including, without limitation, the assumption of any of the Real Property Leases or any obligations thereunder) to one or more corporations, partnerships, limited liability companies Third Party Purchasers in accordance with Section 2.6 or other entities all to any Affiliate or substantially all of the capital stock or equity interests of which are wholly owned by Buyer Subsidiary (each a "SubsidiaryPurchaser Assignee"), (ii) that Purchaser may grant a security interest in which event all of its rights and interests hereunder to its lenders, (iii) that the rights and powers interests hereunder may be assigned to a trustee appointed under chapter 11 or chapter 7 of Buyer the Bankruptcy Code, (iv) that this Agreement may be assigned to any entity appointed as successor to Sellers pursuant to a confirmed chapter 11 plan, and remedies available to it hereunder shall extend to and be enforceable by each such Subsidiary; provided, further, however, that notwithstanding anything contained (v) as otherwise provided in this Agreement Agreement. In order to effect the contraryprovisions of the preceding sentence, in the event of any such assignment Sellers shall, if requested by Purchaser, execute one or delegation, Buyer shall become jointly and severally liable for all actions of any Subsidiary pursuant more necessary documents or amendments to this Agreement making Third Party Purchasers parties hereto. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and all assigns, any rights, remedies, obligations hereunder. In the event or liabilities under or by reason of any such assignment and delegation the terms "Buyer" and "party" as used in this Agreement shall be deemed to refer to each such Subsidiary of Buyer where reference is made to actions to be taken with respect to the acquisition of the Purchased Assets and the assumption of the Assumed Liabilities and shall be deemed to include both Buyer and each such Subsidiary where appropriateAgreement.

Binding Nature; Assignment. 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, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other partiesparties hereto, which consent will not be unreasonably withheld or delayed, and any attempted assignment without such prior written consent shall be null and void; provided, however, provided however that Buyer may may, without the consent of Seller, assign (a) its rights and interest in this Agreement to any of its lenders provided that such assignment shall not relieve Buyer of any of its liabilities or obligations hereunder and (b) all or any part of its rights under and interest in this Agreement and delegate all or any part liabilities and obligations hereunder to an Affiliate of its obligations (includingBuyer, without limitationand such assignee shall, the assumption upon execution of any an instrument of the Real Property Leases or any obligations thereunder) to one or more corporations, partnerships, limited liability companies or other entities all or substantially all of the capital stock or equity interests of which are owned assignment by Buyer and such assignee (each a "Subsidiary"and subsequent delivery to Seller of such instrument), in which event become the "Buyer" for all purposes of the rights this Agreement and powers of Buyer and remedies available to it hereunder shall extend to and be enforceable by each such Subsidiary; provided, further, however, that notwithstanding anything contained all references in this Agreement to the contrary, in the event of any such assignment or delegation, Buyer shall become jointly and severally liable for all actions of any Subsidiary pursuant to this Agreement and all obligations hereunder. In the event of any such assignment and delegation the terms "Buyer" and "party" as used in this Agreement shall be deemed to refer to each such Subsidiary assignee for all purposes of this Agreement provided that such assignment shall not relieve Buyer where reference is made to actions to be taken with respect to the acquisition of the Purchased Assets and the assumption any of the Assumed Liabilities and shall be deemed to include both Buyer and each such Subsidiary where appropriateits liabilities or obligations hereunder.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests interest or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties; provided, howeverexcept, that Buyer (i) J. Baker may assign all or any part of its rights under this Agreement and delegate all hereunder to any affiliate, xxxxxx-owned subsidiary or any part of its obligations designated participant therewith (including, without limitation, the assumption of any of the Real Property Leases or any obligations thereunder) to one or more corporations, partnerships, limited liability companies or other entities all or substantially all of the capital stock or equity interests of which are owned by Buyer (each a "SubsidiaryPermitted Designee"), in which event all of the rights and powers of Buyer and remedies available to it hereunder shall extend to and be enforceable by each such Subsidiary; provided, further, however, that notwithstanding anything contained in this Agreement to the contrary, in the event of any such assignment or delegation, Buyer shall become jointly and severally liable for all actions of any Subsidiary pursuant to this Agreement and all obligations hereunder. In the event of any such assignment and delegation the terms "Buyer" and "party" as used in this Agreement shall be deemed to refer to each such Subsidiary of Buyer where reference is made to actions to be taken including with respect regard to the acquisition of the Purchased Repp Canada Assets (and upon such designation as a Permitted Xxxignee hereunder, such Permitted Designee shall become obligated to perform any and all obligations arising hereunder in respect of that portion of the Acquired Assets and the assumption Assumed Obligations allocable thereto, including, but not limited to, as concerns any obligations in respect of any portion of the Assumed Liabilities On-Order Goods or In-Transit Goods that may be attributable to such Permitted Designee); provided, that, J. Baker shall remain obligated to cause any such Permitted Dxxxxxxx to perform the obligations of Purchaser hereunder allocable and shall be deemed attributable solely to include both Buyer the portion of the Acquired Assets acquired by such Permitted Designee, (ii) Purchaser may grant a security interest in its rights and each such Subsidiary where appropriateinterests hereunder to its third-party lender(s). Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and 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 hereto without prior written consent of the other partiesparties (which shall not be unreasonably withheld or delayed); provided, however, except (i) that Buyer Purchaser may assign all or any part of its rights under this Agreement and delegate all obligations hereunder to any Affiliate or any part Subsidiary of its obligations Purchaser (including, without limitation, the assumption of any of the Real Property Leases whether wholly owned or any obligations thereunder) to one or more corporations, partnerships, limited liability companies or other entities all or substantially all of the capital stock or equity interests of which are owned by Buyer (each a "Subsidiary"otherwise), (ii) Purchaser may grant a security interest in which event all of the its rights and powers of Buyer and remedies available interests hereunder to it hereunder shall extend to and be enforceable by each such Subsidiary; providedits lenders, further, however, that notwithstanding anything contained in this Agreement to the contrary, in the event of any such assignment or delegation, Buyer shall become jointly and severally liable for all actions of any Subsidiary pursuant to this Agreement and all obligations hereunder. In the event of any such assignment and delegation (iii) the terms "Buyer" and "party" as used in of this Agreement shall be deemed to refer to each such Subsidiary of Buyer where reference is made to actions to be taken with respect to the acquisition binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Purchased Assets Bankruptcy Code and the assumption rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Assumed Liabilities Bankruptcy Code, (iv) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and shall be deemed (v) as otherwise provided in this Agreement. Nothing contained herein, express or implied, is intended to include both Buyer confer on any Person other than the parties hereto or their successors and each such Subsidiary where appropriateassigns, any rights, remedies, obligations, claims, or liabilities under or by reason of this Agreement.