Common use of Successors and Assigns; No Third Party Beneficiaries Clause in Contracts

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). Except for the provisions of Article III relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 4 contracts

Samples: Distribution Agreement (Philip Morris International Inc.), Distribution Agreement (Altria Group, Inc.), Distribution Agreement (Altria Group, Inc.)

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Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto Parties and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto Party without the prior written consent of the other Party or except in connection with a merger or similar business combination involving a Party if the successor under applicable law expressly assumes all rights and obligations of such party (which consent shall not be unreasonably withheld or delayed)hereunder and under each Ancillary Agreement as if it were such Party. Except for the provisions of Article III Sections 4.2 and 4.3 relating to releases and indemnities, which are also for the benefit of the released parties and the Indemniteesindemnitees, this Agreement is solely for the benefit of the parties hereto Parties and their Subsidiaries subsidiaries and Affiliates affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (FMC Technologies Inc), Separation and Distribution Agreement (John Bean Technologies CORP), Separation and Distribution Agreement (John Bean Technologies CORP)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)Party. Except for the provisions of Article III Sections 5.3 and 5.4 relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto Verizon and Spinco and their respective Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 3 contracts

Samples: Distribution Agreement (Idearc Inc.), Distribution Agreement (Verizon Communications Inc), Distribution Agreement (Idearc Inc.)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). Except for the provisions of Article III Sections 4.03 and 4.04 relating to releases and indemnitiesIndemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 3 contracts

Samples: Distribution Agreement (Solutia Inc), Distribution Agreement (Queeny Chemical Co), Distribution Agreement (Monsanto Co)

Successors and Assigns; No Third Party Beneficiaries. This ---------------------------------------------------- Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, assigns but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). Except for the provisions of Article III relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this This Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 3 contracts

Samples: Distribution Agreement (Ventas Inc), Distribution Agreement (Ventas Inc), Distribution Agreement (Vencor Healthcare Inc)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of each of the other party parties (which consent shall not be unreasonably withheld or delayedwithheld). Except for the provisions of Article III Sections 5.04, 5.05 and 5.06 hereof relating to releases and indemnitiesindemnification, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons Person any rights or remedies hereunderremedies.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Moneygram International Inc), Separation and Distribution Agreement (Moneygram International Inc)

Successors and Assigns; No Third Party Beneficiaries. This Separation Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and hereto, their successors and permitted assigns, and the members of their respective Groups, but neither this Separation Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any either party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayedwithheld). Except for the provisions of Article III Sections 3.02 and 3.03 relating to releases and indemnitiesIndemnities, which are also for the benefit of the released parties and the Indemnitees, this Separation Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 2 contracts

Samples: Master Separation Agreement (Eagle Geophysical Inc), Master Separation Agreement (Eagle Geophysical Inc)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)party. Except for the provisions of Article III Sections 5.2 and 5.3 ------------ --- relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (FMC Corp), Separation and Distribution Agreement (FMC Technologies Inc)

Successors and Assigns; No Third Party Beneficiaries. (a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto Parties and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned or otherwise transferred, in whole or in part, by any party hereto Party without the prior written consent of each of the other party Parties. (which consent shall not be unreasonably withheld or delayed). b) Except for the provisions of Article III relating to releases and indemnitiesIX, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates Parties and is not intended to confer upon any other Persons persons any rights or remedies hereunder.

Appears in 2 contracts

Samples: Master Separation Agreement (Lazard LTD), Master Separation Agreement (Lazard LTD)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)party. Except for the provisions of Article III Sections 4.02 and 4.03 relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Grace W R & Co /Ny/), Contribution Agreement (Fresenius Aktiengesellschaft)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, assigns but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). Except for the provisions of Article III Sections 3.03 and 3.04 relating to releases and indemnitiesIndemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.. 8.08

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ventas Inc)

Successors and Assigns; No Third Party Beneficiaries. This Neither this ---------------------------------------------------- Agreement nor the Merger Agreement, nor any of the rights or obligations of the parties hereunder or thereunder, may be assigned by either party, whether by operation of law or otherwise, without the prior written consent of the other party. Subject to the preceding sentence, this Agreement and all of the provisions hereof shall Merger Agreement will be binding upon and upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Except as provided in Section 8.12, this Agreement is not intended to confer any right or benefit upon any person other than the parties hereto, and no provision hereof shall be enforceable other than by the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). Except for the provisions of Article III relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Merger Agreement (Keystone Financial Inc)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)party. Except for the provisions of Article III Sections 5.2 and 5.3 relating to releases and indemnitiesIndemnitees, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Thermo Vision Corp)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)parties. Except for the provisions of Article III Sections 4.2 and 4.3 relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Sealed Air Corp/De)

Successors and Assigns; No Third Party Beneficiaries. This ---------------------------------------------------- Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)party. Except for the provisions of Article III Sections 5.2 and 5.3 ------------ --- relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Separation and Distribution Agreement (FMC Technologies Inc)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their executors, guardians, administrators, heirs, legatees, successors and permitted assignsassigns of the Parties; provided, but neither this Agreement nor however, that no Party shall assign or delegate any of the rights, interests and obligations hereunder shall be assigned by any party hereto created under this Agreement without the prior written consent of the other Parties, except to the extent otherwise expressly contemplated under the terms of this Agreement. Any assignment in contravention of this Section 9.5 shall be null and void. No Person not a Party shall derive any rights hereunder or be construed to be a third party (which consent beneficiary hereof. This Agreement shall not be unreasonably withheld or delayed). Except for the provisions of Article III relating inure exclusively to releases and indemnities, which are also for the benefit of and be binding upon the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties Parties hereto and their Subsidiaries respective successors, assigns, executors and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunderlegal representatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allied Defense Group Inc)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of of, and be binding upon, the parties hereto Parties and their respective successors and permitted assigns; provided, but neither this Agreement nor however, that no Party shall assign any of the rights, interests and rights or delegate any of the obligations hereunder shall be assigned by any party hereto created under this Agreement without the prior written consent of the other party (which consent shall not Parties, except as otherwise provided herein. Nothing expressed or referred to in this Agreement will be unreasonably withheld construed to give any Person other than the Parties any right, remedy or delayed)claim under or with respect to this Agreement or any provision of this Agreement. Except This Agreement and all of its provisions and conditions are for the provisions of Article III relating to releases sole and indemnities, which are also for the exclusive benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto Parties and their Subsidiaries successors and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunderpermitted assigns.

Appears in 1 contract

Samples: Joint Venture Agreement (Stellar Biotechnologies, Inc.)

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Successors and Assigns; No Third Party Beneficiaries. This Except as otherwise provided herein, this Benefits Agreement and all of the provisions hereof shall be binding upon bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Notwithstanding anything to the contrary contained in this Benefits Agreement, but neither this Agreement nor party shall have the right to assign, in whole or in part, any of the such party's rights, interests and obligations hereunder shall be assigned by any party hereto or liabilities under this Benefits Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)party. Except for the provisions of Article III relating to releases and indemnitiesas otherwise provided herein, which are also for the benefit of the released parties and the Indemniteesnothing contained in this Benefits Agreement, this Agreement except as expressly set forth, is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons person, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies hereunderremedies.

Appears in 1 contract

Samples: Employee Benefits Agreement (Itt Educational Services Inc)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but but, except as provided in Section 7.02, neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)parties. Except for the provisions of Article III V relating to releases and indemnitiesIndemnitees, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Settlement Agreement (Solutia Inc)

Successors and Assigns; No Third Party Beneficiaries. PAGE This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)party. Except for the provisions of Article III Sections 5.2 and 5.3 relating to releases and indemnitiesIndemnitees, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Thermo Vision Corp)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). Except for the provisions of Article III Sections 3.03 and 3.04 relating to releases and indemnitiesIndemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Separation Agreement (Monsanto Co /New/)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)party. Except for the provisions of Article III relating to releases and indemnitiesSection 9.3, which are also for the benefit of the released parties and the Indemniteesindemnitees, this Agreement is solely for the benefit of the parties hereto Quanex and Spinco and their Subsidiaries respective subsidiaries, affiliates, successors and Affiliates assigns, and is not intended to confer upon any other Persons persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Transition Services Agreement (Quanex Corp)

Successors and Assigns; No Third Party Beneficiaries. This ---------------------------------------------------- Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, assigns but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). Except for the provisions of Article III Sections 3.03 and 3.04 relating to releases and indemnitiesIndemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ventas Inc)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)parties. Except for the provisions of Article III Sections 4.02 and 4.03 relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement Agree- ment is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Wr Grace & Co/De)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of each of the other party parties (which consent shall not be unreasonably withheld or delayedwithheld). Except for the provisions of Article III Sections 4.3 and 4.4 relating to releases and indemnitiesIndemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Separation and Distribution Agreement (General Signal Networks Inc)

Successors and Assigns; No Third Party Beneficiaries. This Agreement ---------------------------------------------------- and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any either party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). Except for the provisions of Article III relating to releases and indemnitiesSection 9 hereof, which are also for the benefit of the released parties entities and the Indemniteespersons specified therein, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries subsidiaries and Affiliates affiliates and is not intended to confer upon any other Persons person or entity any rights or remedies hereunder.

Appears in 1 contract

Samples: Services Agreement (Monsanto Co /New/)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)party. Except for the provisions of Article III Sections 4.2 and 4.3 relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto Quanex and Spinco and their Subsidiaries respective Subsidiaries, Affiliates, successors and Affiliates assigns, and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Quanex Corp)

Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)parties. Except for the provisions of Article III Sections 4.02 and 4.03 relating to releases and indemnities, which are also for the benefit of the released parties and the Indemnitees, this Agreement is solely for the benefit of the parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Sealed Air Corp)

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