Common use of No Assignment or Benefit to Third Parties Clause in Contracts

No Assignment or Benefit to Third Parties. Subject to Section 10.8, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser may assign any and all of its rights under this Agreement or any Ancillary Agreement to one or more of its wholly owned subsidiaries (but no such assignment shall relieve Purchaser of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gsi Commerce Inc), Stock Purchase Agreement (Gsi Commerce Inc)

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No Assignment or Benefit to Third Parties. Subject to Section 10.8, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser Acquiror may assign any and all of its rights under this Agreement to CCI, or any Ancillary Agreement to one a wholly owned, direct or more indirect, subsidiary of its wholly owned subsidiaries CCI, without the prior written consent of Seller (but no such assignment shall relieve Purchaser Acquiror of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than PurchaserAcquiror, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Indemnitees and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing, BBHI Holdings shall be an express and intended third party beneficiary for the purposes of Section 2.1, Section 2.3 and Section 2.4 of this Agreement; provided, further, however, that the Acquiror's financing sources and their respective current, former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, counsel, general or limited partners or assignees of any of the foregoing shall be third party beneficiaries of Sections 8.2(d) and 9.9 and this Section 9.3.

Appears in 1 contract

Samples: Purchase Agreement (Charter Communications, Inc. /Mo/)

No Assignment or Benefit to Third Parties. Subject to Section 10.8, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser Acquiror or Acquiror Sub may assign any and all of its rights under this Agreement to any Debt Financing Source in connection with the Debt Financing or any Ancillary Agreement to one or more of its another wholly owned subsidiaries subsidiary of Acquiror without the prior written consent of the Company (but no such assignment shall relieve Purchaser Acquiror or Acquiror Sub of any of its their respective obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified PersonsAcquiror, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11Company, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Indemnitees and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this AgreementAgreement other than the rights of the Debt Financing Sources to enforce the rights granted to them in Section 8.2(d) and Section 9.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cablevision Systems Corp /Ny)

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No Assignment or Benefit to Third Parties. Subject to Section 10.8, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser Acquiror may assign any and all of its rights under this Agreement to CCI, or any Ancillary Agreement to one a wholly owned, direct or more indirect, subsidiary of its wholly owned subsidiaries CCI, without the prior written consent of Seller (but no such assignment shall relieve Purchaser Acquiror of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than PurchaserAcquiror, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Indemnitees and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing, BBHI Holdings shall be an express and intended third party beneficiary for the purposes of Section 2.1, Section 2.3 and Section 2.4 of this Agreement; provided, further, however, that the Acquiror’s financing sources and their respective current, former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, counsel, general or limited partners or assignees of any of the foregoing shall be third party beneficiaries of Sections 8.2(d) and 9.9 and this Section 9.3.

Appears in 1 contract

Samples: Purchase Agreement (Cablevision Systems Corp /Ny)

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