No Assignment or Benefit to Third Parties. This Agreement may not be assigned by operation of law or otherwise, except by RSI to one or more entities controlled by RSI (with RSI remaining responsible for its obligations under this Agreement). Notwithstanding the foregoing, the rights or duties of each of the parties under this Agreement may be assigned by such party in connection with a sale of all or substantially all of its assets or a merger, consolidation or other similar business combination transaction. Nothing expressed or implied in this Agreement is intended, nor shall be construed, to confer (a) any rights, remedies, obligations or liabilities, legal or equitable, other than as provided in this Agreement or (b) otherwise constitute any person (other than the Representative) a third party beneficiary under or by reason of this Agreement (it being acknowledged that the Representative is a third party beneficiary of this Agreement and is entitled to enforce the relevant provisions of this Agreement).
Appears in 3 contracts
Samples: Indemnification and Escrow Agreement (Vantas Inc), Indemnification and Escrow Agreement (Carramerica Realty Corp), Indemnification and Escrow Agreement (Reckson Services Industries Inc)
No Assignment or Benefit to Third Parties. This Agreement may not be assigned by operation of law or otherwise, except by RSI to one or more entities controlled by RSI (with RSI remaining responsible for its obligations under this Agreement). Notwithstanding the foregoing, the rights or duties of each of the parties under this Agreement may be assigned by such party in connection with a sale of all or substantially all of its assets or a merger, consolidation or other similar business combination transaction. Nothing expressed or implied in this Agreement is intended, nor shall be construed, to confer (a) any rights, remedies, obligations or liabilities, legal or equitable, other than as provided in this Agreement or (b) otherwise constitute any person (other than the Representative) a third party beneficiary under or by reason of this Agreement (it being acknowledged that the Representative is a third party beneficiary of this Agreement and is entitled to enforce the relevant provisions of this Agreement, including Section 4(b)(ZZZ) on behalf of Holdco).
Appears in 2 contracts
Samples: Indemnification and Escrow Agreement (Carramerica Realty Corp), Indemnification and Escrow Agreement (Frontline Capital Group)
No Assignment or Benefit to Third Parties. This Agreement may ----------------------------------------- not be assigned by operation of law or otherwise, except by RSI to one or more entities controlled by RSI (with RSI remaining responsible for its obligations under this Agreement). Notwithstanding the foregoing, the rights or duties of each of the parties under this Agreement may be assigned by such party in connection with a sale of all or substantially all of its assets or a merger, consolidation or other similar business combination transaction. Nothing expressed or implied in this Agreement is intended, nor shall be construed, to confer (a) any rights, remedies, obligations or liabilities, legal or equitable, other than as provided in this Agreement or (b) otherwise constitute any person (other than the Representative) a third party beneficiary under or by reason of this Agreement (it being acknowledged that the Representative is a third party beneficiary of this Agreement and is entitled to enforce the relevant provisions of this Agreement, including Section 4(b)(ZZZ) on behalf of Holdco).
Appears in 1 contract
Samples: Indemnification and Escrow Agreement (Carramerica Realty Corp)