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, 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 corporation. Any such assignment and delegation shall not release Buyer from its obligations hereunder, and Buyer guarantees to the Selling Members the performance by each such 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 "Buyer" and "party" as used in this Agreement shall be
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.
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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.

  • Interest Under This Agreement Anything herein to the contrary notwithstanding, to the extent one Company (“Indemnitor”) makes a payment of interest to another Company (“Indemnitee”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

  • 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 Buyer and Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Buyer and Seller, as the case may be in whole or in part, to the extent permitted by applicable Law:

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

  • Performance Under this Guaranty In the event that Borrower fails to make any payment of any Guarantied Obligations, on or prior to the due date thereof, or if Borrower shall fail to perform, keep, observe, or fulfill any other obligation referred to in clause (b) of Section 2 of this Guaranty in the manner provided in the Credit Agreement or any other Loan Document, Guarantor immediately shall cause, as applicable, such payment in respect of the Guarantied Obligations to be made or such obligation to be performed, kept, observed, or fulfilled.

  • 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.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

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