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. 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 Parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than ResCap, Seller, 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)

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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 parties hereto and their respective successors, legal representatives and permitted assigns. No 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, Agreement without the prior written consent of each other Party, except as provided in Section 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 any Person that acquires Units from the other Parties heretoBuyer in accordance with the terms and conditions of 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 ResCapBuyer, Seller, Buyer FTFC, the Companies, the Indemnified Parties 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: 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 parties hereto and their respective successors, legal representatives and permitted assigns. No Party Notwithstanding the foregoing, 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 Parties heretoparty hereto and any purported assignment in violation of the foregoing shall be null and void; provided, however, that Buyer may assign its rights and obligations under this Agreement to one or more of its Subsidiaries (it being understood that such assignment shall not relieve Buyer 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 ResCap, Buyer and Seller, Buyer and Subsidiary and each of their respective successors, legal representatives and permitted assigns, any rights rights, benefits 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: 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. No Party 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 Parties 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 ResCapBuyer, Seller, Buyer ROI, the Indemnified Parties 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: Asset Purchase Agreement (Return on Investment Corp), Asset Purchase Agreement (Return on Investment Corp)

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure Subject to the benefit provisions of the Parties hereto and their respective successorsSection 3.6, legal representatives and permitted assigns. 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 Parties party hereto, except as provided in Section 10.6 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). 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 ResCapPurchaser, Seller, Buyer the Indemnified Parties and Subsidiary and each of 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; 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 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. No 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, Agreement without the prior written consent of each other Party, except as provided in Section 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 any Person that acquires Units from the other Parties heretoBuyer in accordance with the terms and conditions of 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 ResCapBuyer, Seller, Buyer the Indemnified Parties 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 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 parties hereto and their respective successors, legal representatives and permitted assigns. No Party Subject to the provisions of Section 2.9, 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 Parties party hereto, except as provided in Section 9.5 and except that each party may assign any or all of its rights under this Agreement or any Ancillary Agreement to one or more of its Affiliates (but no such assignment shall relieve such party of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than ResCapthe Buyer, the Seller, Buyer the Indemnified Parties 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 1 contract

Samples: Share Purchase Agreement (Cree 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. 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 Parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than ResCap, Seller, Buyer NewCo and Subsidiary the 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 Buyer 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 parties hereto and their respective successors, legal representatives and permitted assigns. No Party 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 Parties party hereto, except that 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 to another wholly owned subsidiary of Acquiror without the prior written consent of the Company (but no such assignment shall relieve Acquiror or Acquiror Sub of any of their respective obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than ResCapAcquiror, Sellerthe Company, Buyer the Indemnitees 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, Agreement other than the Buyer Indemnified Parties (solely with respect rights of the Debt Financing Sources to their indemnification enforce the rights pursuant granted to this Agreementthem in Section 8.2(d) 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 hereofSection 9.9.

Appears in 1 contract

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

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. No Party Subject to the provisions of Section 2.13, 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 Parties party hereto, except as provided in Section 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 of 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 ResCapBuyer, Seller, Buyer the Indemnified Parties 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 1 contract

Samples: Asset Purchase Agreement (Netgear, Inc)

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