Sale and Assignability Sample Clauses

Sale and Assignability. 2.5.1 This Agreement shall be binding upon the Parties hereto, their successors, subsidiaries (except non-wholly owned subsidiaries in China), assigns, agents, directors, officers and employees, provided that no Party may assign, delegate or otherwise transfer any of its rights 12 <PAGE> or obligations under this Agreement or the APA without the consent of the other Parties hereto. Notwithstanding the foregoing, Xxxxxxxxxx may transfer or assign in whole or in part its rights and obligations under this Agreement to: (i) one or more of its subsidiaries or affiliates; (ii) any financial institution providing purchase money or other financing to Xxxxxxxxxx or to one or more of its subsidiaries or affiliates; (iii) a purchaser of all or a substantial portion of the assets of the Xxxxxxxxxx Chemicals Business; or (iv) a purchaser of all or a substantial portion of the assets of Nepera, but no such transfer or assignment shall relieve Xxxxxxxxxx of any of its obligations hereunder. In the case of a sale of all or a substantial portion of the assets of the Xxxxxxxxxx Chemicals Business, the transferee shall assume the related obligations of Xxxxxxxxxx hereunder and, in the case of the sale of all or a substantial portion of the assets of Nepera, only the Person that purchases all or a substantial portion of the assets of the Nepera Facility directly from Xxxxxxxxxx (the "Initial Nepera Asset Transferee") shall assume the related obligations of Xxxxxxxxxx hereunder as they apply to the Nepera Facility. The Initial Nepera Asset Transferee shall have no obligation to bind future transferees to the terms of this Agreement; provided, however, that in the event the Initial Nepera Asset Transferee sells or transfers all or a substantial portion of the assets of Nepera to a Wholly-Owned Affiliate, such Wholly-Owned Affiliate shall assume the related obligations of Xxxxxxxxxx hereunder as they apply to the Nepera Facility. Such obligations shall survive until the earlier of: (i) thirty (30) months after the Initial Nepera Asset Transfer directly from Xxxxxxxxxx; or (ii) when all remedial construction required as part of the RCRA RFI corrective action process is complete or the Nepera Facility receives a "Completion Notice" from the jurisdictional Governmental or Regulatory Authorities (such as a "no further action" letter or its equivalent or acceptance by such Governmental or Regulatory Authority of Xxxxxxxxxx'x final notice of completion). For purposes of this Section 2...
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Related to Sale and Assignability

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Binding Effect and Assignability This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and assigns. The Subscriber agrees not to transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein.

  • Binding on Successors, Transferees and Assigns; Assignment This Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon the Grantors and their successors, transferees and assigns and shall inure to the benefit of and be enforceable by each Secured Party and its successors, transferees and assigns; provided that no Grantor may (unless otherwise permitted under the terms of the Credit Agreement or this Security Agreement) assign any of its obligations hereunder without the prior written consent of all Lenders.

  • Transfers and Assignments You cannot assign or transfer any interest in your account unless we agree in writing.

  • Successors and Assigns; Participations and Assignments (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender.

  • Assignment; Successors and Assigns; No Third Party Rights Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, and nothing herein, express or implied, it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  • Binding Effect and Assignment This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Successors and Assigns Participations Assignments (a) This Agreement shall be binding upon and shall inure to the benefit of the Borrower and the Lenders and their respective successors and assigns.

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