Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing.
(b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement.
(c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent.
(d) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreements.
Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller, the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing.
(b) Neither the Seller nor the Purchaser may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party hereto, except that: (i) each party may assign any of its rights to any Affiliate of such party; and (ii) each party may delegate any of its obligations to any Affiliate of such party as long as such party remains jointly and severally liable with such Affiliate for such obligations.
(c) Except for the provisions of Section 8 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, no creditor of the Seller or any Affiliate of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.
Successors and Assigns; Parties in Interest. The provisions of this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto except that Merger Sub may transfer or assign, in whole or from time to time in part, to one or more of Parent or any of its wholly owned subsidiaries, any or all of its rights or obligations, but any such transfer or assignment will not relieve Merger Sub of its obligations under this Agreement. Except as expressly set forth herein nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including to confer third party beneficiary rights.
Successors and Assigns; Parties in Interest. The Selected Dealer shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the Dealer Manager. This Agreement shall be binding upon the Dealer Manager and the Selected Dealer and their respective successors and permitted assigns. The parties agree that the Adviser is an intended beneficiary/third party beneficiary of this Agreement and that the Adviser shall have the right to enforce any rights conferred upon it hereunder.
Successors and Assigns; Parties in Interest. Except as otherwise expressly provided herein, the provisions of this Agreement will inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the Parties.
Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon each Seller and each of such Seller’s personal representatives, executors, administrators, estates, heirs, successors and assigns (if any) and Parent and Purchaser and their respect successors and assigns, if any. This Agreement shall inure to the benefit of the parties hereto and the Indemnified Parties and the respective successors and assigns (if any) of the foregoing. No obligation of the Company in this Agreement shall become an obligation of the Company after the Closing.
(b) No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Parent and the Company, except that Parent may assign its rights and delegate its obligations hereunder to any Affiliate without the Company’s consent.
(c) Except as provided in the following sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, interests, benefits or other remedies of any nature under or by reason of this Agreement. This Agreement is intended to benefit the Indemnified Parties, and each Indemnified Party shall be deemed a third-party beneficiary of this Agreement and this Agreement shall be enforceable by the Indemnified Parties. Except as set forth in this Section 10.6(c), none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties and their respective successors and assigns, if any. It is expressly acknowledged that Section 5.11 shall not confer upon any Employee any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including in respect of the matters set forth in Section 5.11 or elsewhere in this Agreement.
Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchasers and their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchasers; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing.
(b) The Purchasers shall be permitted to assign any of their rights under this Agreement without the Seller’s prior written consent. The Purchasers shall not be permitted to delegate any of their obligations under this Agreement without the Seller’s prior written consent, provided however that the Purchasers may delegate any of their obligations under this Agreement to (i) any acquiror that acquires all or substantially all of IP Purchaser’s business or (ii) any of their respective Affiliates if the Purchasers shall remain primarily liable for the obligations to be assigned, in each case without the prior written consent of the Seller. The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without IP Purchaser’s prior written consent.
(c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller or Celestial China shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller, or any Subsidiary shall have any rights under this Agreement or any of the other Transactional Agreements.
Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: Geron and its successors and assigns (if any); BioTime and its successors and assigns (if any); and BAC and its successors and assigns (if any). This Agreement shall inure to the benefit of: Geron; BioTime; BAC; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing.
(b) Neither Geron, on the one hand, nor BioTime or BAC, on the other hand, may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party(ies), except that: (i) any party may assign any of its rights to any Affiliate of such party; and (ii) any party may delegate any of its obligations to any Affiliate of such party as long as such party remains jointly and severally liable with such Affiliate for such obligations. Any attempted assignment or delegation not made in compliance with this Section 10.11 shall be void. For the avoidance of doubt, the parties acknowledge that a Change in Control of Geron, BioTime, BAC or any of their respective Affiliates shall not constitute an assignment of this Agreement.
(c) Except, with respect to the Indemnitees, the provisions of Section 7.5 and Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). After the Closing, the Indemnitees shall be third-party beneficiaries of, and entitled to enforce, Article 9, and the Geron Indemnitees shall be third party beneficiaries of, and entitled to enforce, Section 7.5, and provided further that no consent of the Indemnitees shall be required to amend any provision of the Agreement prior to the Effective Time. Without limiting the generality of the foregoing, no creditor of Geron or any Affiliate of Geron, or BioTime or any Affiliate of BioTime, shall have any rights under this Agreement or any of the other Transactional Agreements.
Successors and Assigns; Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that no Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Parties, except that (a) any Party may assign its rights (but not its obligations) under this Agreement to any of its Affiliates without the prior written consent of the other Parties, provided that no such assignment shall affect or relieve such Party of its obligations and Liabilities under this Agreement, (b) Seller may assign its rights under Section 8.13, Section 9.1(b), Section 9.9 and Section 12.2(a) of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of the Retained Business or the Excluded Assets or in connection with any merger or consolidation involving Seller (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement) and (c) Parent may assign its rights under Section 12.2(a) of this Agreement without the prior written consent of Buyer in connection with any sale of a material portion of the assets of Parent and its Subsidiaries (other than Seller or its Subsidiaries) or in connection with any merger or consolidation involving Parent (but no such assignment shall expand or increase Buyer’s obligations or liability under this Agreement). Subject to Section 9.12, Article XII and Section 13.7, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
Successors and Assigns; Parties in Interest. The terms and provisions of this Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. No other person shall have (a) any right, benefit, priority, or interest hereunder or as a result hereof or (b) standing to require satisfaction of the provisions hereof in accordance with their terms.
