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

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.10, 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 9.5 and except that Buyer may assign any and all of its rights under this Agreement to one or more direct or indirect wholly owned subsidiaries of VeriFone Holdings, Inc. (but no such assignment shall relieve Buyer of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, ROI, the Indemnified Parties 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: Asset Purchase Agreement (Return on Investment Corp), Asset Purchase Agreement (Return on Investment Corp)

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No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Subject to Notwithstanding the provisions of Section 2.10foregoing, 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, Agreement without the prior written consent of the other party heretohereto and any purported assignment in violation of the foregoing shall be null and void; provided, except as provided in Section 9.5 and except however, that Buyer may assign any and all of its rights and obligations under this Agreement to one or more direct or indirect wholly owned subsidiaries of VeriFone Holdings, Inc. its Subsidiaries (but no it being understood that such assignment shall not relieve Buyer of any of its obligations hereunder). Nothing Except as expressly set forth in Article VIII, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Buyer and Seller, ROI, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights rights, benefits or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (B&G Foods, Inc.), Asset Purchase Agreement (Hershey Co)

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties Parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.10, no party 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 Parties hereto, except as provided in Section 9.5 and except that Buyer may assign any and all of its rights under this Agreement to one or more direct or indirect wholly owned subsidiaries of VeriFone Holdings, Inc. (but no such assignment shall relieve Buyer of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than BuyerResCap, Seller, ROI, the Indemnified Parties Buyer and Subsidiary and each of their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, that, the Buyer Indemnified Parties (solely with respect to their indemnification rights pursuant to this Agreement) and the ResCap Indemnified Parties (solely with respect to their indemnification rights pursuant to this Agreement) shall be third party beneficiaries of such Sections of this Agreement, entitled to enforce those specified provisions hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Residential Capital, LLC), Purchase Agreement (Gmac LLC)

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.10, no party to this Agreement Party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the each other party heretoParty, except as provided in Section 9.5 9.6 and except that Buyer may assign any and all of its rights and delegate any of its obligations under this Agreement or any Ancillary Agreement to one or more direct or indirect wholly owned subsidiaries any Person that acquires Units from the Buyer in accordance with the terms and conditions of VeriFone Holdings, Inc. the LLC Agreement (but no such assignment or delegation shall relieve Buyer of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, ROIFTFC, the Companies, the Indemnified Parties 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: Master Investment Agreement (Vantiv, Inc.), Master Investment Agreement (Fifth Third Bancorp)

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.102.9, no neither 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 9.5 and except that Buyer each party may assign any and or all of its rights under this Agreement or any Ancillary Agreement to one or more direct or indirect wholly owned subsidiaries of VeriFone Holdings, Inc. its Affiliates (but no such assignment shall relieve Buyer such party of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Buyer, the Seller, ROI, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Cree Inc)

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.10, no party to this Agreement Party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the each other party heretoParty, except as provided in Section 9.5 9.6 and except that Buyer may assign any and all of its rights and delegate any of its obligations under this Agreement or any Ancillary Agreement to one or more direct or indirect wholly owned subsidiaries any Person that acquires Units from the Buyer in accordance with the terms and conditions of VeriFone Holdings, Inc. the LLC Agreement (but no such assignment or delegation shall relieve Buyer of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, ROI, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Master Investment Agreement (Fifth Third Bancorp)

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.102.13, 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 9.5 10.5 and except that Buyer may assign any and all of its rights under this Agreement or any Ancillary Agreement to one or more direct or indirect wholly owned subsidiaries of VeriFone Holdings, Inc. its Wholly-Owned Subsidiaries (but no such assignment shall relieve Buyer of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, ROI, the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netgear, Inc)

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No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.103.6, 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 9.5 10.6 and except that Buyer Purchaser may assign any and all of its rights under this Agreement or any Ancillary Agreement to one or more direct or indirect of its wholly owned subsidiaries of VeriFone Holdings, Inc. (but no such assignment shall relieve Buyer Purchaser of any of its obligations hereunder). This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal Representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person Person, other than BuyerPurchaser, Seller, ROI, the Indemnified Parties and their respective successors, legal representatives Representatives and permitted assigns, any rights legal or remedies equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Decode Genetics Inc)

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties Parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.10, no party 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 Parties hereto, except as provided in Section 9.5 and except that Buyer may assign any and all of its rights under this Agreement to one or more direct or indirect wholly owned subsidiaries of VeriFone Holdings, Inc. (but no such assignment shall relieve Buyer of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than BuyerResCap, Seller, ROI, NewCo and the Indemnified Parties Subsidiaries and each of their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, that, the NewCo Indemnified Parties (solely with respect to their indemnification rights pursuant to this Agreement) and the ResCap Indemnified Parties (solely with respect to their indemnification rights pursuant to this Agreement) shall be third party beneficiaries of such Sections of this Agreement, entitled to enforce those specified provisions hereof.

Appears in 1 contract

Samples: Purchase Agreement (Gmac LLC)

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Subject to the provisions of Section 2.10, no 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 9.5 and except that Buyer Acquiror or Acquiror Sub may assign any and all of its rights under this Agreement to one any Debt Financing Source in connection with the Debt Financing or more direct or indirect to another wholly owned subsidiaries subsidiary of VeriFone Holdings, Inc. Acquiror without the prior written consent of the Company (but no such assignment shall relieve Buyer 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 Buyer, Seller, ROIAcquiror, the Indemnified Parties Company, the 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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