Common use of Contents of Agreement, Parties in Interest, Assignment Clause in Contracts

Contents of Agreement, Parties in Interest, Assignment. This Agreement and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto; provided, however, that none of the rights or obligations of any of the parties hereto may be assigned without the prior written consent of, in the case of assignment by Seller, Buyer, or, in the case of assignment by Buyer, Seller, which consent shall not unreasonably be withheld; provided however, that Buyer may assign all or part of its rights under this Agreement and may delegate all or part of its obligations under this Agreement to one or more corporations all or substantially all of the capital stock or equity interest of which is owned, directly or indirectly, by Buyer or Buyer's affiliates, in which event all the rights and powers of Buyer and the remedies available to it under this Agreement shall extend to and be enforceable by such assignee. Any such assignment and delegation shall not release Buyer from its obligations under this Agreement, and further Buyer guarantees to Seller the performance by each such assignee of its obligations under this Agreement. In the event of any such assignment and delegation, the term "BUYER" as used in this Agreement shall be deemed to refer to each such assignee of Buyer and shall be deemed to include both Buyer and each such assignee where appropriate.

Contents of Agreement, Parties in Interest, Assignment. This Agreement and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto; provided, however, that none of the rights or obligations of any of the parties hereto may be assigned without the prior written consent of, in the case of assignment by SellerStockholders, BuyerSchawk, or, in the case of assignment by BuyerSchawk, SellerStockholders, which consent shall not unreasonably be withheld; provided however, that Buyer Schawk may assign all or part of its rights under this Agreement and may delegate all or part of its obligations under this Agreement to one or more corporations all or substantially all a wholly-owned Subsidiary of the capital stock or equity interest of which is owned, directly or indirectly, by Buyer or Buyer's affiliatesSchawk, in which event all the rights and powers of Buyer Schawk and the remedies available to it under this Agreement shall extend to and be enforceable by such assigneeassignee so long as such assignee remains a wholly-owned Subsidiary of Schawk. Any such assignment and delegation shall not release Buyer Schawk from its obligations under this Agreement, and further Buyer Schawk guarantees to Seller Stockholders the performance by each such assignee of its obligations under this Agreement. In the event of any such assignment and delegation, the term "BUYERSchawk" as used in this Agreement shall be deemed to refer to each such assignee of Buyer the Schawk and shall be deemed to include both Buyer Schawk and each such assignee where appropriate.

Contents of Agreement, Parties in Interest, Assignment. This Agreement and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto; provided, however, that none of the rights or obligations of any of the parties hereto may be assigned without the prior written consent of, in the case of assignment by Sellerthe Shareholders, Buyerthe Purchaser, or, in the case of assignment by Buyerthe Purchaser, Sellerthe Shareholders, which consent shall not unreasonably be withheld; provided however, that Buyer the Purchaser may assign all or part of its rights under this Agreement and may delegate all or part of its obligations under this Agreement to one or more corporations all or substantially all of the capital stock or equity interest of which is owned, directly or indirectly, by Buyer the Purchaser or Buyer's affiliatesthe Purchaser’s shareholders, in which event all the rights and powers of Buyer the Purchaser and the remedies available to it under this Agreement shall extend to and be enforceable by such assignee. Any such assignment and delegation shall not release Buyer the Purchaser from its obligations under this Agreement, and further Buyer the Purchaser guarantees to Seller the Shareholders the performance by each such assignee of its obligations under this Agreement. In the event of any such assignment and delegation, the term "BUYER" “the Purchaser” as used in this Agreement shall be deemed to refer to each such assignee of Buyer the Purchaser and shall be deemed to include both Buyer the Purchaser and each such assignee where appropriate.