Entire Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and the other Transaction Documents constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. This Agreement may not be assigned by operation of law or otherwise; provided, however, that any of the Parties may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-owned Subsidiaries. Any such assignment pursuant to this Agreement will not relieve the assigning Party of its obligations under this Agreement. Any purported assignment of this Agreement in contravention of this Section 5.2 will be null and void and of no force or effect. Subject to the preceding sentences of this Section 5.2, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.
Appears in 4 contracts
Samples: Cross License Agreement (PF2 SpinCo, Inc.), Cross License Agreement (PF2 SpinCo LLC), Cross License Agreement (Change Healthcare Inc.)
Entire Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and the other Transaction Documents (a) constitute the entire agreement among the Parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. This Agreement (b) may not be assigned by operation of law Law or otherwise; provided, however, that any of the Parties Purchaser may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-wholly owned Subsidiaries. Any Subsidiary of Parent, but no such assignment pursuant to this Agreement will not shall relieve the assigning Party Purchaser of its obligations under this Agreementhereunder if such assignee does not perform such obligations. Any purported assignment of this Agreement in contravention of this Section 5.2 will shall be null and void and of no force or effect. Subject to the preceding sentences of this Section 5.2Section, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document, the terms of this Agreement shall govern.
Appears in 1 contract
Samples: Asset Purchase Agreement (Wright Medical Group Inc)
Entire Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and the other Transaction Documents constitute the entire agreement among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and thereofhereof. This Agreement and the other Transaction Documents (except for the Intellectual Property Agreement) may not be assigned by operation of law Law or otherwise; provided, however, that any of the Parties Purchaser may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-wholly owned Subsidiaries. Any Subsidiary of Purchaser, but no such assignment pursuant to this Agreement will not shall relieve the assigning Party Purchaser of its obligations under this Agreementhereunder. Any purported assignment of this Agreement in contravention of this Section 5.2 will shall be null and void and of no force or effect. Subject to the preceding sentences of this Section 5.2Section, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties parties and their respective successors and permitted assigns. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document (except for the Intellectual Property Agreement), the terms of this Agreement shall govern.
Appears in 1 contract
Entire Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and the other Transaction Documents (a) constitute the entire agreement among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and thereof. This Agreement (b) may not be assigned by operation of law Law or otherwise; provided, however, that any of the Parties Purchaser may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-owned Subsidiaries. Any Subsidiary of Purchaser, but no such assignment pursuant to this Agreement will not shall relieve the assigning Party Purchaser of its obligations under this Agreementhereunder. Any purported assignment of this Agreement in contravention of this Section 5.2 will 8.1 shall be null and void and of no force or effect. Subject to the preceding sentences of this Section 5.28.1, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties parties and their respective successors and permitted assigns. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document, the terms of this Agreement shall govern.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Semiconductor Corp)
Entire Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and the other Transaction Documents (a) constitute the entire agreement among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof hereof; and thereof. This Agreement (b) may not be assigned by operation of law Law or otherwise; provided, however, that any of the Parties Parent may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-wholly owned Subsidiaries. Any Subsidiary of Parent, but no such assignment pursuant to this Agreement will not shall relieve the assigning Party Parent of its obligations under this Agreementhereunder if such assignee does not perform such obligations. Any purported assignment of this Agreement in contravention of this Section 5.2 will shall be null and void and of no force or effect. Subject to the preceding sentences of this Section 5.28.1, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties parties and their respective successors and permitted assigns. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document, the terms of this Agreement shall govern.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (23andMe Holding Co.)
Entire Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and the other Transaction Documents constitute the entire agreement among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and thereofhereof. This Agreement may not be assigned by operation of law Law or otherwise; provided, however, that any of the Parties Purchaser may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-wholly owned Subsidiaries. Any Subsidiary of Purchaser, but no such assignment pursuant to this Agreement will not shall relieve the assigning Party Purchaser of its obligations under this Agreementhereunder if such assignee does not perform such obligations. Any purported assignment of this Agreement in contravention of this Section 5.2 will shall be null and void and of no force or effect. Subject to the preceding sentences of this Section 5.2Section, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties parties and their respective successors and permitted assigns. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document (except for the Intellectual Property Agreement), the terms of this Agreement shall govern.Section 10.2
Appears in 1 contract
Samples: Asset Purchase Agreement (Cray Inc)
Entire Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and the other Transaction Documents (a) constitute the entire agreement among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof hereof; and thereof. This Agreement (b) may not be assigned by operation of law Law or otherwise; provided, however, that any of the Parties APC may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-owned Subsidiaries. Any Subsidiary of APC, but no such assignment pursuant to this Agreement will not shall relieve the assigning Party APC of its obligations under this Agreementhereunder if such assignee does not perform such obligations. Any purported assignment of this Agreement in contravention of this Section 5.2 will shall be null and void and of no force or effect. Subject to the preceding sentences of this Section 5.2Section, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties parties and their respective successors and permitted assigns.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adamis Pharmaceuticals Corp)
Entire Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and including the other Transaction Documents constitute documents and agreements specifically referenced to herein, (a) constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. This Agreement (b) may not be assigned by operation of law Law or otherwise; provided, however, that any of the Parties Purchaser may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-wholly owned Subsidiaries. Any Subsidiary of Parent, but no such assignment pursuant to this Agreement will not shall relieve the assigning Party Purchaser of its obligations under this Agreementhereunder if such assignee does not perform such obligations. Any purported assignment of this Agreement in contravention of this Section 5.2 will shall be null and void and of no force or effect. Subject to the preceding sentences of this Section 5.214.1, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.
Appears in 1 contract
Samples: Asset Purchase Agreement (Wright Medical Group Inc)