Common use of Offset; Assignment; Governing Law Clause in Contracts

Offset; Assignment; Governing Law. Buyer shall be entitled to offset --------------------------------- or recoup from any amounts due to Seller from Buyer hereunder or under any Other Agreement against any obligation of Seller to Buyer hereunder or under any Other Agreement. This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that Buyer may make such assignments to any Affiliate of Buyer provided that Buyer remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law doctrines.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United States Filter Corp), Stock Purchase Agreement (United States Filter Corp)

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Offset; Assignment; Governing Law. Buyer Purchasers shall be entitled to offset --------------------------------- or recoup from any amounts due to Seller Sellers from Buyer Purchasers hereunder or under any Other Agreement against any obligation of Seller Sellers to Buyer Purchasers hereunder or under any Other Agreement. This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that Buyer Purchasers may make such assignments to any Affiliate of Buyer Purchasers provided that Buyer Purchasers remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State state of New York Jersey without regard to its conflict of law doctrines.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)

Offset; Assignment; Governing Law. Buyer shall be entitled to offset --------------------------------- or recoup from any amounts due to Seller from Buyer hereunder or under any Other Agreement (including Seller Damages) against any obligation obligations of Seller to Buyer hereunder or under any Other AgreementAgreement (including Buyer Damages). This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that Buyer may make such assignments to any Affiliate of Buyer provided that Buyer remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law doctrines.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)

Offset; Assignment; Governing Law. Buyer Purchaser shall be entitled to offset --------------------------------- or recoup from any amounts due to any Seller from Buyer Purchaser hereunder or under any Other Agreement against any obligation of any Seller to Buyer Purchaser hereunder or under any Other Agreement. This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that Buyer Purchaser may make such assignments to any Affiliate of Buyer Purchaser provided that Buyer Purchaser remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law doctrines.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pietrafesa Corp)

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Offset; Assignment; Governing Law. Buyer Buyers shall be entitled to offset --------------------------------- or recoup from any amounts due to Seller Sellers from Buyer Buyers hereunder or under any Other Agreement (including Seller Damages) against any obligation obligations of Seller Sellers to Buyer Buyers hereunder or under any Other AgreementAgreement (including Buyer Damages). This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that either Buyer may make such assignments assignment to any Affiliate of such Buyer provided that such Buyer remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of New York Jersey without regard to its conflict of law doctrines.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)

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