Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 43 contracts
Samples: Asset Purchase Agreement (Solar Integrated Roofing Corp.), Asset Purchase Agreement (Solar Integrated Roofing Corp.), Asset Purchase Agreement (Solar Integrated Roofing Corp.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 31 contracts
Samples: Asset Purchase Agreement, Stock Purchase Agreement (Video Display Corp), Stock Purchase Agreement (Video Display Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 16 contracts
Samples: Membership Interest Purchase Agreement (Issuer Direct Corp), Stock Purchase Agreement (Issuer Direct Corp), Stock Purchase Agreement (Issuer Direct Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; providedPROVIDED, howeverHOWEVER, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 14 contracts
Samples: Form 8 K, Asset Purchase Agreement (Dynamic Health Products Inc), Asset Purchase Agreement (Freedom Surf Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 12 contracts
Samples: Stock Purchase Agreement (WellTek Inc), Stock Purchase Agreement, Stock Purchase Agreement (Remote MDX Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, provided however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 9 contracts
Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 8 contracts
Samples: Stock for Stock Exchange Agreement (Intac International Inc), Stock Purchase Agreement (Healthtronics, Inc.), Stock Purchase Agreement (Hecla Mining Co/De/)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; providedParty hereto (such approval not to be unreasonably withheld, however, that Buyer may (i) assign condition or delayed in the case of any proposed assignment by a Party of any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates Affiliates, subject to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain such Party's remaining fully responsible for the performance of all of its obligations hereunder).
Appears in 7 contracts
Samples: Stock Purchase Agreement (Ariel Way Inc), Stock Purchase Agreement (Ariel Way Inc), Stock Purchase Agreement (Ariel Way Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 6 contracts
Samples: Stock for Stock Exchange Agreement (Caneum Inc), Stock Purchase Agreement (Caneum Inc), Stock Purchase Agreement (Caneum Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 5 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Presidential Life Corp), Stock Purchase Agreement (Solo Cup CO)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyPurchaser and the Seller; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 5 contracts
Samples: Stock Purchase Agreement (Seafield Capital Corp), Stock Purchase Agreement (Seafield Capital Corp), Asset Purchase Agreement (Seafield Capital Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the each other Party; provided, however, that either the Parent or the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases Buyer the assigning Party nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 5 contracts
Samples: Merger Agreement (Roper Industries Inc /De/), Merger Agreement (Roper Industries Inc /De/), Merger Agreement (Roper Industries Inc /De/)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 5 contracts
Samples: Asset Purchase Agreement (Dutch Gold Resources Inc), Asset Purchase Agreement (Aultra Gold Inc.), Asset Purchase Agreement (Dutch Gold Resources Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 5 contracts
Samples: Stock Purchase Agreement (Investors Title Co), Business Sale and Membership Interest Purchase Agreement (Penford Corp), Business Sale and Membership Interest Purchase Agreement (Penford Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 5 contracts
Samples: Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 4 contracts
Samples: Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Sellers; provided, however, that the Buyer or Newco may assign (i) assign any or all of its rights and interests hereunder to one or more a wholly-owned Subsidiary of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder Buyer (in any or all of which cases the Buyer and Newco nonetheless shall remain liable and responsible for the performance of all of its respective obligations hereunder)) or (ii) any or all of its rights under Section 8 of the Agreement to any lender providing debt financing to the Buyer or its Affiliates.
Appears in 4 contracts
Samples: Merger Agreement (Appnet Systems Inc), Merger Agreement (Appnet Systems Inc), Merger Agreement (Appnet Systems Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates, and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 4 contracts
Samples: Stock Purchase Agreement (Pretzel Time Inc), Stock Purchase Agreement (Pretzel Time Inc), Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer any Investor may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless the Investor shall no longer remain responsible for the performance of all of its obligations hereunder).
Appears in 4 contracts
Samples: Stock Exchange Agreement (Brightstar Information Technology Group Inc), Stock Purchase Agreement (Parallel Technologies Inc), Stock Purchase Agreement (Parallel Technologies Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Requisite Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Nu Skin Enterprises Inc), Unit Purchase Agreement (Beckman Coulter Inc), Stock and Asset Purchase Agreement (Koala Corp /Co/)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assignsassigns and heirs. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer any Party may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the assigning Party nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 4 contracts
Samples: Stock Purchase Agreement (Icommerce Group Inc), Stock Purchase Agreement (Icommerce Group Inc), Stock Purchase Agreement (Icommerce Group Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 4 contracts
Samples: Merger Agreement (Roper Industries Inc /De/), Asset Purchase Agreement (Worksafe Industrial Inc), Offer and Acquisition Agreement (Compx International Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Requisite Sellers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Boingo Wireless Inc), Stock Purchase Agreement (Renegade Venture Nev Corp), Stock Purchase Agreement (Renegade Venture Nev Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Caneum Inc), Stock Purchase Agreement (Childrens Comprehensive Services Inc), Stock Purchase Agreement (Argosy Education Group Inc)
Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all -------- ------- of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in hereunder, but no such assignment shall relieve the Buyer of any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 3 contracts
Samples: Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder under this Agreement to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).
Appears in 3 contracts
Samples: Asset Purchase Agreement (Belden Inc), Asset Purchase Agreement (Belden Inc), Asset Purchase Agreement (Belden Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Partyhereunder; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Ashcroft Homes Corp), Purchase and Sale Agreement (Crosspoint Foods Corp), Purchase and Sale Agreement (Glacier Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Celestica Inc), Share Purchase Agreement (Heckmann CORP), Asset Purchase Agreement (Modacad Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors successors, legal representatives and permitted assigns. No Party may assign either this Agreement or any of its rightsrights or delegate any of its obligations under this Agreement, interestsby operation of Law or otherwise, or obligations hereunder without the prior written approval consent of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 3 contracts
Samples: Interim Agreement, Interim Agreement (Wolverine World Wide Inc /De/), Purchase Agreement (Wolverine World Wide Inc /De/)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, rights or delegate any of its performance obligations hereunder without the prior written approval of the other PartyParties; provided, however, provided that the Buyer may (i) assign any or all of its rights rights, interests and interests obligations hereunder to one an Affiliate of the Buyer. Any purported assignment of rights or more delegation of its Affiliates and (ii) designate one or more performance obligations in violation of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder)this Section 9.4 is void.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Red Hat Inc), Merger Agreement (Brooks Automation Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and BHB; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).,
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective representatives, successors and permitted assigns. No Party None of the parties hereto may assign either this Agreement or any of its the rights, interests, interests or obligations hereunder without the prior written approval of the other Partyparties; provided, however, that Buyer Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Purchase and Subscription Agreement (BRC Holdings Inc), Asset Purchase Agreement (BRC Holdings Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may may: (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Paragon Corporate Holdings Inc), Asset Purchase Agreement (Barnes Group Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; providedPROVIDED, howeverHOWEVER, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Visual Data Corp), Stock Purchase Agreement (Geokinetics Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; , provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Asset Purchase Agreement (RCF Inc), Asset Purchase Agreement (Powercerv Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyInvestor and Sellers; provided, however, that Buyer Investor may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Investor nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Wireless Cable & Communications Inc), Stock Purchase Agreement (Wireless Cable & Communications Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party, not to be unreasonably withheld; provided, however, that Buyer may or Seller may, without the consent of the other Party, but upon written notice (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Strategic Supply Agreement (Viropharma Inc), Strategic Supply Agreement (Viropharma Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of Team and the other PartySellers; provided, however, that Buyer Team may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Team nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Manuel E Patrick), Stock Purchase Agreement (Team Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other Party; provided, provided however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparties hereto; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Graymark Healthcare, Inc.), Asset Purchase Agreement (Graymark Healthcare, Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and Affiliates, (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder), (c) merge and (d) collaterally assign any or all of its rights and interests hereunder to one or more of its lenders.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (American Tire Distributors Holdings, Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, provided that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any lender providing financing for the transactions contemplated hereby as security (including any refinancings thereof), and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Seneca Foods Corp /Ny/), Purchase Agreement (Seneca Foods Corp /Ny/)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Officeland Inc), Stock Purchase Agreement (Officeland Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interestsinterest, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests interest hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Primoris Services Corp), Merger Agreement (Primoris Services CORP)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyHarnCo and Investor; provided, however, that Buyer any Party may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or financing sources and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the assigning Party nonetheless shall remain responsible for the performance of all of its obligations hereunder). Any attempted assignment made in violation of this Agreement shall be null and void.
Appears in 2 contracts
Samples: Recapitalization Agreement (MMH Holdings Inc), Recapitalization Agreement (Morris Material Handling Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit benefits of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparty; provided, however, that Buyer the Acquiror may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all either of which cases Buyer case the Acquiror nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Share Exchange Agreement (Access Health Alternatives Inc), Share Exchange Agreement (Access Health Alternatives Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer -------- ------- may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Penn Treaty American Corp), Stock Purchase Agreement (Penn Treaty American Corp)
Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder under this Agreement without the prior written approval of the other Party; provided. Buyer, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (iib) designate one or more of its Affiliates to perform its obligations hereunder under this Agreement (in any or all of which cases Buyer nonetheless shall will remain responsible for the performance of all of its obligations hereunderobligations).
Appears in 2 contracts
Samples: Asset Purchase Agreement (CVSL Inc.), Asset Purchase Agreement (Intelligent Living Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Petroleum Place Inc), Asset Purchase Agreement (Petroleum Place Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective respective, personal representatives, executors, heirs, legatees, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and/or to a subsequent purchaser of the Business being acquired and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aqua Chem Inc), Asset Purchase Agreement (Aqua Chem Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and the Sellers; providedPROVIDED, howeverHOWEVER, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Assi Inc), Stock Purchase Agreement (Jacmar Companies)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (On Assignment Inc), Stock Purchase Agreement (Enzo Biochem Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Parent; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Limited Liability Company Interest Purchase Agreement, Limited Liability Company Interest Purchase Agreement (Collexis Holdings, Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparty; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ameristar Casinos Inc), Asset Purchase Agreement (Windsor Woodmont Black Hawk Resort Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sunbelt Automotive Group Inc), Stock Purchase Agreement (Sunbelt Automotive Group Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Roper Industries Inc /De/), Agreement and Plan of Reorganization (Roper Industries Inc /De/)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers’ Agent; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement
Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written approval of the other PartyParent and the Requisite Stockholders; provided, however, that Buyer the Parent may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Parent nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Merger Agreement (Radio One Inc), Merger Agreement (Radio One Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; Party provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Time America Inc), Asset Purchase Agreement (Cambium Learning Group, Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Popmail Com Inc), Stock Purchase Agreement (Glacier Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Glacier Corp), Stock Purchase Agreement (Glacier Corp)
Succession and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that Buyer may may, without the approval of Seller (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and Affiliates, or (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Seller; provided, however, that the Buyer may (i) -------- ------- assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; party: provided, however, that Buyer Purchaser may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Loan Sale Agreement (Centennial Bank Holdings, Inc.)
Succession and Assignment. This The Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this the Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer, Seller and Parent; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Asset Purchase Agreement (National Patent Development Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all but not less than all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases such transferee shall agree to be bound by all of the terms and conditions of this Agreement but Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its their rights, interests, or obligations hereunder without the prior written approval of the other PartyXxxxx and Xxxxxx; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and lenders and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Stock Purchase Agreement (Ciber Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may may: (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases such Buyer nonetheless shall remain continue to be responsible for the performance of all of its the obligations hereunderso assigned).
Appears in 1 contract
Samples: Asset Purchase Agreement (Silicon Graphics International Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may may: (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates; and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases case the Buyer nonetheless shall remain responsible for and shall guaranty the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Other than as contemplated by this Agreement, no Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that that, subject to Section 1.8(e), Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Merger Agreement (On Assignment Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein parties hereto and their respective successors and permitted assigns. No Party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Partyparties hereto; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to a lender providing financing to the Buyer and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Securities Purchase Agreement (Townsquare Media, Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Seller; provided, however, that Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign or delegate either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the all other PartyParties; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Merger Agreement (Anaren Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Asset Purchase Agreement (Ecoemissions Solutions Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer IPtimize may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates; and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases Buyer IPtimize nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Merger Agreement (Iptimize, Inc.)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer the Investor may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless the Investors shall no longer remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Neither Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (hereunder; provided further, however, in any or and all of which cases events that Buyer nonetheless shall remain fully responsible for the observance and performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that Buyer Adaptec may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer Adaptec nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Merger Agreement (Adaptec Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other Party; provided, provided however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the each other Party; provided, however, that either the Parent or the Buyer may (i) assign any or all of its the Buyer’s rights and interests hereunder to one or more any of its Affiliates the Parent’s affiliates and (ii) designate one or more of its Affiliates affiliates to perform its the Buyer’s obligations hereunder (in any or all of which cases Buyer the assigning Party nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Stock Purchase Agreement (Roper Industries Inc /De/)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Stock Purchase Agreement (National Vision Associates LTD)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer shall nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its his or her rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of the other PartyParty hereto; provided, however, that Buyer may (i) upon written notice of same to Seller, assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Stock Purchase Agreement (Clearone Communications Inc)
Succession and Assignment. This Agreement shall be binding upon ------------------------- and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of Inventa and the other Partyaffected Shareholders; provided, however, -------- ------- that Buyer Inventa may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates affiliates and (ii) designate one or more of its Affiliates affiliates to perform its obligations hereunder (in any or all of which cases Buyer Inventa nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inventa Technologies Inc)
Succession and Assignment. This The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval consent of the other Party; Parties, provided, however, that Buyer the Series A+ Investor may (i) assign any or all of its their rights and interests hereunder to one or more of its their Affiliates and (ii) designate one or more of its their Affiliates to perform its all or certain of their obligations hereunder (in any or all of which cases Buyer nonetheless case the Series A+ Investor shall remain responsible liable for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its such Party’s rights, interests, interests or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Stock Purchase Agreement (Cardiodynamics International Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and the Stockholders’ Representative; provided, however, that the Buyer may (ia) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (iib) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Merger Agreement (Hughes Supply Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain liable and responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Asset Purchase Agreement (Cardiodynamics International Corp)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyParties; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, interests or obligations hereunder without the prior written approval of the other PartyBuyer and Seller Representative; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer a Party may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer the assignor nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Stock Purchase Agreement (MSX International Business Services Inc)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Target; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Merger Agreement (F5 Networks Inc)
Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that ----------------- Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Sellers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or its lenders and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Contribution and Stock Purchase Agreement (Madison River Capital LLC)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that Buyer each Investor may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless the Investors shall no longer remain responsible for the performance of all of its obligations hereunder).
Appears in 1 contract
Samples: Securities Purchase Agreement (SJ Electronics, Inc.)
Succession and Assignment. This Agreement shall be binding upon upon, and shall inure to the benefit of of, the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder under this Agreement without the prior written approval of the other PartyParties; provided, however, that Buyer the Parent or Sub may (i) assign any or all of its their rights and interests hereunder under this Agreement to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder a wholly-owned Subsidiary (in any which case the Parent or all of which cases Buyer Sub, as the case may be, nonetheless shall remain liable and responsible for the performance of all of its obligations hereunderunder this Agreement).
Appears in 1 contract
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of the other PartyBuyer and Members; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer and Parent nonetheless shall remain responsible for the performance of all of its their respective obligations hereunder).
Appears in 1 contract
Samples: Membership Interest Purchase and Exchange Agreement