Rights Under this Agreement; Nonassignability Sample Clauses

Rights Under this Agreement; Nonassignability. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective heirs, legal representatives, successors and permitted assigns, but shall not be assignable by any party without the prior written consent of the other parties. Nothing contained in this Agreement is intended to confer upon any person, other than the parties to this Agreement and their respective heirs, legal representatives, successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
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Rights Under this Agreement; Nonassignability. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but shall not be assignable by any party without the prior written consent of the other parties; provided, however, that Buyer may assign all or any part of its rights under this Agreement and delegate all or any part of its obligations under this Agreement to one or more corporations all or substantially all of the capital stock or equity interests of which are owned by Buyer, in which event all of the rights and powers of Buyer, and remedies available to it hereunder shall extend to and be enforceable by each such subsidiary. In the event Buyer delegates all or any part of its obligations under this Section 13.6, the Buyer shall remain jointly liable to Sellers and Xxxxxx with respect to such obligations. Nothing contained in this Agreement is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Sample 1
Rights Under this Agreement; Nonassignability. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but shall not be assignable by any party without the prior written consent of the other parties; provided, however, that Buyer may, in connection with a merger, consolidation or transfer of all or substantially all of the assets that constitute the Business at that time, assign its rights and obligations under this Agreement to any corporation all or substantially all of the capital stock or equity interests of which are owned directly or indirectly by Parent, in which event all of the rights and powers of Buyer, and remedies available to it hereunder shall extend to and be enforceable by such subsidiary. Nothing contained in this Agreement is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
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Rights Under this Agreement; Nonassignability. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but shall not be assignable by any party without the prior written consent of the other parties; provided, however, that Investor may assign all or any part of its rights under this Agreement and delegate all or any part of its obligations under this Agreement to one or more corporations all or substantially all of the capital stock or equity interests of which are owned by Investor or an Affiliate of Investor, in which event all of the rights and powers of Investor, and remedies available to it hereunder shall extend to and be enforceable by each such corporation. Any such assignment and delegation shall not release Investor from its obligations hereunder and Investor guarantees to the Selling Stockholders the performance by any such assignee corporation of its obligations hereunder and under the agreement of such corporation referred to in the penultimate sentence of this Section 15.6. In the event of any such assignment and delegation, the terms "Investor" and "party" as used in this Agreement shall be deemed to refer to each such corporation where reference is made to actions to be taken pursuant to this Agreement and the transactions contemplated hereby and shall be deemed to include both Investor and each such corporation where appropriate. As a condition of the Closing, each such corporation shall execute and deliver to the Selling Stockholders an agreement, in form and substance satisfactory to the Selling Stockholders and its counsel, to be bound by the terms of this Agreement, and irrevocably authorizing Investor to act for it in all matters pertaining to this Agreement, and representing and warranting to the Selling Stockholders as to the same matters, with appropriate modifications, set forth in Section 7. The Selling Stockholders shall be required to deal, and give notices to, and shall be fully protected in dealing only with, and giving notices only to, Investor with respect to all matters pertaining to this Agreement. Nothing contained in this Agreement is intended to confer upon any person, other than the parties to this Agreement and their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Sample 1
Rights Under this Agreement; Nonassignability. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but shall not be assignable by any party without the prior written consent of the other parties; provided, however, that Buyer may assign all or any part of its rights under this Agreement and delegate all or any part of its obligations under this Agreement to one or more corporations all or substantially all of the capital stock or equity interests of which are owned by Buyer, in which event all of the rights and powers of Buyer, and remedies available to it hereunder shall extend to and be enforceable by each such subsidiary. Seller may assign all or any part of its rights under this Agreement and delegate all or any part of its obligations under this Agreement to any affiliate under common control with, controlled by or controlling Seller or Softbank Corp., a Japanese corporation, including, without limitation, any other partnership or other entity of which any direct or indirect subsidiary of Softbank Corp. is a general partner or has investment discretion, or any employees of any of the foregoing, in which event all the rights and powers of Seller, and remedies available to it hereunder shall extend to and be enforceable by each subsidiary; provided, however that Seller may not delegate its obligations under this to any affiliate with a creditworthiness less than the creditworthiness of Seller. Nothing contained in this Agreement is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Sample 1

Related to Rights Under this Agreement; Nonassignability

  • Persons Having Rights under this Agreement Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

  • Payments under this Agreement In the event that one party (the “Owing Party”) is required to make a payment to another party (the “Owed Party”) pursuant to this Agreement, then such payments shall be made according to this Section 7.05.

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

  • Persons Having Rights under this Warrant Agreement Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.

  • Conditions to Obligations of Each Party Under This Agreement The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:

  • Authority for this Agreement Each of Parent and Merger Sub has all requisite entity power and authority to comply with, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Xxxxxx and Xxxxxx Sub have been duly and validly authorized by all necessary entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Xxxxxx and Xxxxxx Sub and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy, Equity and Indemnity Exception.

  • Rights to Inventions Made Under a Contract or Agreement For any federally assisted contract, awarded to a small business firm or nonprofit organization as defined in 37 CFR

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Obligations Under the Security Agreement The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

  • No Duties Except as Specified in this Agreement or in Instructions The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Issuer or to record this Agreement or any other Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens (other than the lien of the Indenture) on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate.

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