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. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, except that: (a) upon notice to the other Party, a Party may assign its rights and obligations hereunder to any Affiliate of such Party; provided, that no such assignment shall relieve such Party of its obligations hereunder and no such assignment may be made after the filing of an application for any regulatory approval required hereunder and (b) Buyer may make an assignment of its rights (but not its obligations) under this Agreement to any Financing Source without the prior written consent of Seller. Except as provided in the immediately following sentence, 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. The Financing Sources and each of their respective Affiliates and their and their respective Affiliates’ respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “Financing Source Parties”) and the other Buyer Related Parties shall be express third-party beneficiaries with respect to Section 9.3(b), the proviso in Section 11.1, the second sentence of Section 11.2, this Section 11.4, Section 11.10(a), Section 11.10(b), Section 11.10(d) and Section 11.14 (collectively, the “DFS Provisions”).

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Neither , but neither this Agreement nor any of the rights, interests interest or obligations hereunder shall be assigned by any of the Parties, except that: (a) upon notice to the other Party, a Party may assign its rights and obligations hereunder to any Affiliate of such Party; provided, that no such assignment shall relieve such Party of its obligations hereunder and no such assignment may be made after the filing of an application for any regulatory approval required hereunder and (b) Buyer may make an assignment of its rights (but not its obligations) under this Agreement to any Financing Source parties hereto without the prior written consent of Sellerthe other parties; except, that (i) J. Baker may assign any of its rights hereunder to any affiliate, xxxxxx-owned subsidiary or designated participant therewith (a "Permitted Designee"), including with regard to the acquisition of the 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 Assumed Obligations allocable thereto, including, but not limited to, as concerns any obligations in respect of any portion of the 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 attributable solely to the portion of the Acquired Assets acquired by such Permitted Designee, (ii) Purchaser may grant a security interest in its rights and interests hereunder to its third-party lender(s). Except as provided in the immediately following sentence, nothing Nothing contained herein, express or implied, is intended to confer on any Person other than the Parties parties hereto or their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. The Financing Sources and each of their respective Affiliates and their and their respective Affiliates’ respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “Financing Source Parties”) and the other Buyer Related Parties shall be express third-party beneficiaries with respect to Section 9.3(b), the proviso in Section 11.1, the second sentence of Section 11.2, this Section 11.4, Section 11.10(a), Section 11.10(b), Section 11.10(d) and Section 11.14 (collectively, the “DFS Provisions”).

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Neither , but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, except that: (a) upon notice to parties hereto without prior written consent of the other Party, a Party parties (which shall not be unreasonably withheld or delayed); except (i) that each Purchaser may assign any of its rights and obligations hereunder to any Affiliate or Subsidiary of such PartyPurchaser (whether wholly owned or otherwise); (ii) the rights and interests of Sellers hereunder may be assigned to a trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code; (iii) this Agreement may be assigned to any entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan; and (iv) as otherwise provided in this Agreement. Sellers hereby agree that any Purchaser may grant a security interest in its rights and interests hereunder to its lenders, and Sellers will sign a consent with respect thereto if so requested by any Purchaser or its lender, and that the terms of this Agreement shall be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code. Notwithstanding any provision to the contrary, upon Purchaser’s request, Sellers agree to cooperate with Purchasers to modify this Agreement as necessary to enable Purchasers and their Affiliates to purchase one or more Foreign Subsidiary in one or more series of transactions; provided, that no such assignment shall relieve such Party Purchasers will purchase all of its obligations hereunder and no such assignment may be made after the filing of an application for any regulatory approval required hereunder and (b) Buyer may make an assignment of its rights (but not its obligations) under this Agreement to any Financing Source without the prior written consent of Seller. Except as provided in the immediately following sentence, 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. The Financing Sources and each of their respective Affiliates and their and their respective Affiliates’ respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “Financing Source Parties”) and the other Buyer Related Parties shall be express third-party beneficiaries with respect to Section 9.3(b), the proviso in Section 11.1, the second sentence of Section 11.2, this Section 11.4, Section 11.10(a), Section 11.10(b), Section 11.10(d) and Section 11.14 (collectively, the “DFS Provisions”)Foreign Subsidiaries.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Neither , but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, except that: (a) upon notice to the other Party, a Party may assign its rights and obligations hereunder to any Affiliate of such Party; provided, that no such assignment shall relieve such Party of its obligations hereunder and no such assignment may be made after the filing of an application for any regulatory approval required hereunder and (b) Buyer may make an assignment of its rights (but not its obligations) under this Agreement to any Financing Source parties hereto without the prior written consent of Seller. Except the other parties (which shall not be unreasonably withheld or delayed) except (i) that Purchaser may assign any of its rights hereunder and delegate its obligations to one or more Third Party Purchasers in accordance with Section 2.6 or to any Affiliate or wholly owned Subsidiary (a "Purchaser Assignee"), (ii) that Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (iii) that the rights and interests hereunder may be assigned to a trustee appointed under chapter 11 or chapter 7 of 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 (v) as otherwise provided in this Agreement. In order to effect the immediately following provisions of the preceding sentence, nothing Sellers shall, if requested by Purchaser, execute one or 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 parties hereto or their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. The Financing Sources and each of their respective Affiliates and their and their respective Affiliates’ respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “Financing Source Parties”) and the other Buyer Related Parties shall be express third-party beneficiaries with respect to Section 9.3(b), the proviso in Section 11.1, the second sentence of Section 11.2, this Section 11.4, Section 11.10(a), Section 11.10(b), Section 11.10(d) and Section 11.14 (collectively, the “DFS Provisions”).

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Neither , but neither this Agreement nor any of the rights, interests interest or obligations hereunder shall be assigned by any of the Parties, except that: (a) upon notice to the other Party, a Party may assign its rights and obligations hereunder to any Affiliate of such Party; provided, that no such assignment shall relieve such Party of its obligations hereunder and no such assignment may be made after the filing of an application for any regulatory approval required hereunder and (b) Buyer may make an assignment of its rights (but not its obligations) under this Agreement to any Financing Source parties hereto without the prior written consent of Seller. Except 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 provided 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 iParty shall remain obligated to perform the obligations of "Purchaser" hereunder, in the immediately following sentenceevent any Permitted Designee thereof fails to perform any obligation arising under this Agreement required of it as a "Purchaser" hereunder, nothing and (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 parties hereto or their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. The Financing Sources and each of their respective Affiliates and their and their respective Affiliates’ respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “Financing Source Parties”) and the other Buyer Related Parties shall be express third-party beneficiaries with respect to Section 9.3(b), the proviso in Section 11.1, the second sentence of Section 11.2, this Section 11.4, Section 11.10(a), Section 11.10(b), Section 11.10(d) and Section 11.14 (collectively, the “DFS Provisions”).

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Neither , but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, except that: (a) upon notice to parties hereto without prior written consent of the other Party, a Party parties (which shall not be unreasonably withheld or delayed); except (i) that Purchaser may assign any of its rights and obligations hereunder hereunder, in whole or in part, to (x) any Affiliate or Subsidiary of Purchaser (whether wholly owned or otherwise), (y) to its lenders and, (z) following the Closing, to any Affiliate successor-in-interest to any Person acquiring all or any portion of such Partythe Business or the Acquired Assets; provided, that no such assignment shall relieve such Party (ii) the rights and interests of its obligations Sellers hereunder and no such assignment may be made after assigned to a trustee appointed under Chapter 11 or Chapter 7 of the filing of an application for Bankruptcy Code; (iii) this Agreement may be assigned to any regulatory approval required hereunder entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan; and (biv) Buyer may make an assignment of its rights (but not its obligations) under this Agreement to any Financing Source without the prior written consent of Seller. Except as otherwise provided in the immediately following sentence, 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. The Financing Sources Sellers hereby agree that Purchaser may grant a security interest in its rights and each interests hereunder to its lenders, and Sellers will sign a consent with respect thereto if so requested by Purchaser or its lender, and that the terms of their respective Affiliates and their and their respective Affiliates’ respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “Financing Source Parties”) and the other Buyer Related Parties this Agreement shall be express third-party beneficiaries with respect binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the Bankruptcy Code. Purchaser acknowledges that all of Sellers rights and benefits hereunder (but none of Sellers’ obligations) have been contemporaneously assigned to Section 9.3(b), the proviso in Section 11.1, the second sentence of Section 11.2, this Section 11.4, Section 11.10(a), Section 11.10(b), Section 11.10(d) and Section 11.14 (collectively, the “DFS Provisions”)GECC.

Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. Neither , but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, except that: (a) upon notice to parties hereto without prior written consent of the other Party, a Party parties (which shall not be unreasonably withheld or delayed); except (i) that Purchaser may assign any of its rights and obligations hereunder to any Affiliate or Subsidiary of such Party; providedPurchaser (whether wholly owned or otherwise), that no such assignment (ii) Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (iii) the terms of this Agreement shall relieve such Party be binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of its obligations the Bankruptcy Code and the rights and interests of Sellers hereunder and no such assignment may be made after assigned to a trustee appointed under Chapter 11 or Chapter 7 of the filing of an application for Bankruptcy Code, (iv) this Agreement may be assigned to any regulatory approval required hereunder entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan and (bv) Buyer may make an assignment of its rights (but not its obligations) under this Agreement to any Financing Source without the prior written consent of Seller. Except as otherwise provided in the immediately following sentence, nothing this Agreement. Nothing contained herein, express or implied, is intended to confer on any Person other than the Parties parties hereto or their successors and assigns, any rights, remedies, obligations obligations, claims, or liabilities under or by reason of this Agreement. The Financing Sources and each of their respective Affiliates and their and their respective Affiliates’ respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “Financing Source Parties”) and the other Buyer Related Parties shall be express third-party beneficiaries with respect to Section 9.3(b), the proviso in Section 11.1, the second sentence of Section 11.2, this Section 11.4, Section 11.10(a), Section 11.10(b), Section 11.10(d) and Section 11.14 (collectively, the “DFS Provisions”).

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. Neither , but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, Parties without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except that: (a) upon notice to the other Party, a Party that Purchaser may assign any of its rights and obligations hereunder to any Person including, without limitation, an Affiliate or Subsidiary of such Party; provided, that no such assignment shall relieve such Party of its obligations hereunder and no such assignment may be made after the filing of an application for any regulatory approval required hereunder and Purchaser (whether wholly owned or otherwise) or to Purchaser’s lenders (b) Buyer the rights and interests of Sellers hereunder may make an assignment be assigned to a trustee or other authorized representative appointed under Chapter 11 or Chapter 7 of its rights the Bankruptcy Code; (but not its obligationsc) under this Agreement may be assigned to any Financing Source without the prior written consent of Seller. Except entity appointed as a successor to Sellers pursuant to a confirmed Chapter 11 plan; and (d) as otherwise provided in the immediately following sentence, 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. The Financing Sources Sellers hereby agree that Purchaser may grant a security interest in its rights and each interests hereunder to Purchaser’s lenders, and Sellers will sign a consent with respect thereto if reasonably requested by Purchaser or one of their respective Affiliates its lenders, and their and their respective Affiliates’ respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, that the “Financing Source Parties”) and the other Buyer Related Parties terms of this Agreement shall be express third-party beneficiaries with respect to Section 9.3(b), binding upon any subsequent trustee appointed under Chapter 11 or Chapter 7 of the proviso in Section 11.1, the second sentence of Section 11.2, this Section 11.4, Section 11.10(a), Section 11.10(b), Section 11.10(d) and Section 11.14 (collectively, the “DFS Provisions”)Bankruptcy Code.