Common use of Consolidation, Merger, Etc.; Parties in Interest; Termination Clause in Contracts

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party hereto, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation and covenant of this Agreement and Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX Group and the Spinco Group and the PNX Indemnitees and Spinco Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX without the approval of Spinco or the shareholders of PNX. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX Indemnitee or Spinco Indemnitee without the consent of such Person.

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a11.05(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets Assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party heretoParty, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation and covenant of this Agreement and Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each the other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX IDT Group and the Spinco CTM Group and the PNX IDT Indemnitees and Spinco CTM Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX IDT without the approval of Spinco CTM or the shareholders stockholders of PNXIDT. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX IDT Indemnitee or Spinco CTM Indemnitee without the consent of such Person.

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets Assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party hereto, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation and covenant of this Agreement and Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each the other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX L-3 Group and the Spinco Group and the PNX L-3 Indemnitees and Spinco Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX L-3 without the approval of Spinco or the shareholders of PNXL-3. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX L-3 Indemnitee or Spinco Indemnitee without the consent of such Person.

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a11.05(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets Assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party heretoParty, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation and covenant of this Agreement and Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or nor delegate any of its duties under this Agreement without the prior written consent of each the other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX IDT Group and the Spinco Group Zedge and the PNX IDT Indemnitees and Spinco Zedge Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX IDT without the approval of Spinco Zedge or the shareholders stockholders of PNXIDT. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX IDT Indemnitee or Spinco Zedge Indemnitee without the consent of such Person.

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a11.05(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets Assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party heretoParty, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation and covenant of this Agreement and Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or nor delegate any of its duties under this Agreement without the prior written consent of each the other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX IDT Group and the Spinco Group Xxxxxx and the PNX IDT Indemnitees and Spinco Xxxxxx Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX IDT without the approval of Spinco Xxxxxx or the shareholders stockholders of PNXIDT. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX IDT Indemnitee or Spinco Xxxxxx Indemnitee without the consent of such Person.

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a9.5(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party hereto, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation and covenant of this Agreement and the Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX Parent Group and the Spinco Group and the PNX Parent Indemnitees and Spinco Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX Parent without the approval of Spinco or the shareholders of PNXParent. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX Parent Indemnitee or Spinco Indemnitee without the consent of such Person.

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a11.05(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets Assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party heretoParty, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation and covenant of this Agreement and Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each the other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX IDT Group and the Spinco Group SPCI and the PNX IDT Indemnitees and Spinco SPCI Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX IDT without the approval of Spinco SPCI or the shareholders stockholders of PNXIDT. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX IDT Indemnitee or Spinco SPCI Indemnitee without the consent of such Person.

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a15.05(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party hereto, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation agreement and covenant of this Agreement and Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX PEC Group and the Spinco Patriot Group and the PNX PEC Indemnitees and Spinco Patriot Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX PEC without the approval of Spinco Patriot or the shareholders of PNXPEC. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX PEC Indemnitee or Spinco Patriot Indemnitee without the consent of such Person.

Consolidation, Merger, Etc.; Parties in Interest; Termination. (a) Neither Party (referred to in this Section 13.05(a11.05(a) as a “Transferring Party”) shall consolidate with or merge into any other entity or convey, transfer or lease all or any substantial portion of its properties and assets Assets to any entity, unless, in each case, the other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other Party heretoParty, in form reasonably satisfactory to such other Party, all of the Liabilities of the Transferring Party under this Agreement and the Ancillary Agreements and the due and punctual performance or observance of every agreement, obligation and covenant of this Agreement and Ancillary Agreements on the part of the Transferring Party to be performed or observed. (b) Neither of the Parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each the other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any Person other than members of the PNX IDT Group and the Spinco Genie Group and the PNX IDT Indemnitees and Spinco Genie Indemnitees under Article VI hereof. (c) This Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of PNX IDT without the approval of Spinco Genie or the shareholders stockholders of PNXIDT. In the event of such termination, neither Party shall have any liability of any kind arising from such termination to the other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article VI shall not be terminated or amended after the Distribution in respect of any PNX IDT Indemnitee or Spinco Genie Indemnitee without the consent of such Person.