Enforcement of Certain Rights. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.
Enforcement of Certain Rights. Nothing expressed or implied herein is intended, or shall be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any right, remedy, obligation or liability under or by reason of this Agreement, or result in such Person being deemed a third-party beneficiary hereof.
Enforcement of Certain Rights. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm or corporation other than the parties hereto, and their successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such person, firm or corporation being deemed a third party beneficiary of this Agreement.
Enforcement of Certain Rights. 27 SECTION 9.11. Waiver.......................................................28 SECTION 9.12.
Enforcement of Certain Rights. Except (i) as set forth in Section 10.6 and (ii) NewCo’s rights pursuant to Article 13, nothing expressed or implied in this Agreement is intended, or will be construed, to confer on or give any Person other than the Parties, and their successors or permitted assigns, any right, remedy, obligation or liability under or by reason of this Agreement, or result in the Person’s being deemed a third party beneficiary of this Agreement.
Enforcement of Certain Rights. 59 Section 10.11 Waiver.....................................................................................59 Section 10.12 Integration................................................................................60 Section 10.13 Compliance with Bulk Sales Laws............................................................60 Section 10.14 Cooperation Following the Closing..........................................................60 Section 10.15
Enforcement of Certain Rights. 18 Section 12.13 Waiver.....................................................................................18 Section 12.14 Integration................................................................................18 Section 12.15 Cooperation Following the Closing..........................................................19 Section 12.16
Enforcement of Certain Rights. Section 9.8. Waiver. Section 9.9. Integration. Section 9.10. Cooperation Following the Closing. Section 9.11. Transaction Costs. Section 9.12. Interpretation; Construction. W02-WEST:6AAS1\401358117.10 -#- LIST OF EXHIBITS Exhibit A Form of Xxxx of Sale Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Intellectual Property Assignment LIST OF SCHEDULES Schedule 2.2(a) Interests in Real Property Schedule 2.2(b) Tangible Assets Schedule 2.2(c) Assumed Contracts Schedule 2.2(d) Merchant Bank Accounts Schedule 2.2(f) Software Schedule 2.2(g) Domain Names Schedule 2.2(h) Websites Schedule 2.2(i) Databases Schedule 2.2(l) Permits Schedule 2.2(o) Transferred Insurance Policies Schedule 2.4 Assumed Liabilities Schedule 4.6 Unaudited Financial Statements Schedule 4.8 Liabilities Schedule 4.10(a) Legal Proceedings Schedule 4.10(b) Criminal Sanctions, etc. Schedule 4.11 Compliance with Law Schedule 4.13 Insurance Policies Schedule 4.15 Intellectual Property Rights Schedule 4.16 Transactions with Affiliates Schedule 4.17(a) Customer Relations Schedule 4.17(b) Supplier Relations W02-WEST:6AAS1\401358117.10 -#- ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of February 28, 2009, is made and entered into by and among Lenco Mobile Inc., a Delaware corporation ("Lenco"), Lenco USA, Inc., Nevada corporation and a wholly owned subsidiary of Lenco ("Purchaser"), Superfly Advertising, Inc., a Delaware corporation ("Superfly"), and Superfly Advertising, Inc., an Indiana corporation and a wholly-owned subsidiary of Superfly ("Seller"). Lenco, Purchaser, Superfly, and Seller are sometimes individually referred to herein as a "Party" and collectively as the "Parties."
Enforcement of Certain Rights. Nothing expressed or implied herein is intended, or shall be construed, to confer upon or give any Person other than the parties hereto, and their successors or permitted assigns, any right, remedy, obligation or liability under or by reason of this Agreement, or result in such Person being deemed a third-party beneficiary hereof, except to the extent that the D&O Indemnified Parties shall be express third-party beneficiaries of Section 8.10 hereof. [The balance of this page is intentionally left blank]
Enforcement of Certain Rights. Nothing expressed or implied in this Lease is intended, or shall be construed, to confer upon or give any person, firm or corporation other than the Parties hereto, and their successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Lease, or result in such person, firm or corporation being deemed a third party beneficiary of this Lease.
