Common use of Succession and Assignment; No Third-Party Beneficiaries Clause in Contracts

Succession and Assignment; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a Party hereto for all purposes hereof. No Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties hereto, and any attempt to do so will be null and void ab initio. Except as expressly provided herein (including ‎Section 5.9 and ‎Section 8.14), this Agreement is for the sole benefit of the Parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the Parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, each of the D&O Indemnified Persons shall be a third-party beneficiary of the provisions set forth in ‎Section 5.9.

Appears in 1 contract

Samples: Merger Agreement (Fifth Wall Acquisition Corp. I)

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Succession and Assignment; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a Party hereto for all purposes hereof. No Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties hereto, and any attempt to do so will be null and void ab initio. Except as expressly provided herein (including ‎Section 5.9 and ‎Section 8.14)herein, this Agreement is for the sole benefit of the Parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the Parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary set forth in this Agreementherein, if the Merger is consummated, each of the D&O Indemnified Persons shall be a third-third party beneficiary of the provisions set forth in ‎Section Section 5.9.

Appears in 1 contract

Samples: Merger Agreement (Alpine Acquisition Corp.)

Succession and Assignment; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a Party hereto for all purposes hereof. No Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties hereto, and any attempt to do so will be null and void ab initio. Except as expressly provided herein (including ‎Section 5.9 and ‎Section 8.14)herein, this Agreement is for the sole benefit of the Parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the Parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, (a) if the Merger is consummated, each of the D&O Indemnified Persons shall be a third-party beneficiary of the provisions set forth in ‎Section 5.9Section 5.9 and (b) the Company Stockholders are express intended third-party beneficiaries with respect to the Contingent Shares and conditions set forth in Section 1.7.

Appears in 1 contract

Samples: Merger Agreement (Motion Acquisition Corp.)

Succession and Assignment; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a Party hereto for all purposes hereof. No Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties hereto, and any attempt to do so will be null and void ab initio. Except as expressly provided herein (including ‎Section Section 5.9 and ‎Section Section 8.14), this Agreement is for the sole benefit of the Parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the Parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary set forth in this Agreementherein, if the Merger is consummated, (a) each of the D&O Indemnified Persons shall be a third-third party beneficiary of the provisions set forth in ‎Section 5.9Section 5.9 and (b) each of the Company Members shall be a third party beneficiary of the provisions set forth in Section 1.17.

Appears in 1 contract

Samples: Merger Agreement (Legato Merger Corp. Ii)

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Succession and Assignment; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a Party hereto for all purposes hereof. No Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties hereto, and any attempt to do so will be null and void ab initio; provided, that Xxxxx and Company, LLC may assign its rights with respect to the Facilitation Fee without the consent of any other Party. Except as expressly provided herein (herein, including ‎Section 5.9 and ‎Section 8.14)but not limited to Section 7.12, this Agreement is for the sole benefit of the Parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the Parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, each of the D&O Indemnified Persons shall be a third-party beneficiary of the provisions set forth in ‎Section 5.9.

Appears in 1 contract

Samples: Merger Agreement (Allegro Merger Corp.)

Succession and Assignment; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a Party party hereto for all purposes hereof. No Party party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties heretoparties (with the Sellers’ Representative acting for all of the Sellers and the Company), and any attempt to do so will be null and void ab initio. Except as expressly provided herein (including ‎Section 5.9 and ‎Section 8.14)herein, this Agreement is for the sole benefit of the Parties parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the Parties parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything It is hereby acknowledged and agreed by the parties hereto that an Indemnified Person that is not party hereto is intended to the contrary set forth in this Agreement, if the Merger is consummated, each of the D&O Indemnified Persons shall be a third-an express third party beneficiary of the provisions set forth in ‎Section 5.9this Agreement and shall be entitled to enforce its rights hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pinnacle Foods Inc.)

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