Common use of Successors and Assigns; Parties in Interest Clause in Contracts

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. (a) This Agreement shall be binding upon: Geron upon the Company (prior to the Closing) and its Seller, each Seller Owner and each of such Person's personal representatives, executors, administrators, estates, heirs, successors and assigns (if any); BioTime , and Xxxxx and its successors and assigns (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, No party 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)Xxxxx and Seller, except that: (i) any party that Buyer may assign any of its rights and delegate its obligations hereunder to any Affiliate without the consent of such party; and (ii) any party may delegate any Seller, provided that Buyer shall also remain liable for all 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 Agreementhereunder. (c) ExceptExcept as provided in the following sentence, with respect nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than a party hereto any rights, interests, benefits or other remedies of any nature under or by reason of this Agreement. This Agreement is intended to benefit the IndemniteesIndemnified Parties, the provisions Released Parties and the Company Indemnitees and each Indemnified Party, each Released Party and each Company Indemnitee shall be deemed a third-party beneficiary of this Agreement and this Agreement shall be enforceable by the Indemnified Parties, the Released Parties and the Company Indemnitees. Except as set forth in this Section 7.5 and Section 9 hereof10.7(c), 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 (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. (a) This Agreement shall be binding upon: Geron upon each Holder and its each of such Holder’s personal representatives, executors, administrators, estates, heirs, successors and assigns (if any); BioTime , and its Parent and Merger Sub and their respective successors and assigns (assigns, if any); and BAC and its successors and assigns (if any). This Agreement shall inure to the benefit of: Geron; BioTime; BAC; of the other Indemnitees; parties hereto, the Indemnified D&Os 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 Surviving Corporation after the Effective Time. (b) Neither Geron, on the one hand, nor BioTime or BAC, on the other hand, 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 other party(ies)Company, except that: (i) any party that Parent may assign any of its rights and delegate its obligations hereunder 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 without 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 AgreementCompany’s consent. (c) ExceptExcept as provided in the following sentence, with respect 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 holders of Company Capital Stock and the holders of Company Options, except to the Indemniteesextent the Stockholder Representative is expressly designated as the representative of such holders, the provisions Indemnified Parties and the Indemnified D&Os and each Indemnified Party and each such party shall be deemed a third-party beneficiary of this Agreement and this Agreement shall be enforceable by such parties. Except as set forth in this Section 7.5 and Section 9 hereof9.6(c), 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 (assigns, if any). After the ClosingIt is expressly acknowledged that Section 4.11 shall not confer upon any Employee any right, the Indemnitees shall be third-party beneficiaries ofbenefit or remedy of any nature whatsoever under or by reason of this Agreement, 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 including in respect 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 matters set forth in Section 4.11 or any Affiliate of Geron, or BioTime or any Affiliate of BioTime, shall have any rights under elsewhere in this Agreement or any of the other Transactional AgreementsAgreement.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: Geron the Seller and its successors and permitted assigns (if any); BioTime , and its successors and assigns (if any); and BAC the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: Geronthe Seller; BioTime; BACthe Purchaser; the other Indemnitees; and the respective successors and permitted assigns (if any) of the foregoing. (b) Neither Geron, on the one hand, Seller nor BioTime or BAC, on the other hand, may Purchaser shall be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party(ies)party; provided, except however, that: (i) any party the Purchaser may assign any or all of its rights, interests and obligations under this Agreement (including its rights under Section 4) to any Affiliate affiliate of the Purchaser, provided that any such partyaffiliate agrees in writing to be bound by all of the terms, conditions and provisions contained in this Agreement, but no such assignment shall relieve the Purchaser of its obligations under this Agreement; and (ii) the Seller may assign any party may delegate and all of its rights, interests and obligations under this Agreement (including its rights under Section 4) to a successor-in-interest, or any of its or their affiliates, provided that such party agrees in writing to be bound by all of the terms, conditions and provisions contained in this Agreement, but no such assignment shall relieve the Seller of its obligations under this Agreement. Without limiting the generality of the foregoing, if requested by the Purchaser, the Seller shall cause the Optical Business and the Transferred Assets or any portion thereof to be transferred at Closing to any Affiliate Person the Purchaser may direct. Subject to the foregoing, this Agreement is binding upon, inures to the benefit 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, is enforceable by the parties acknowledge that a Change in Control of Geron, BioTime, BAC or any of to this Agreement and their respective Affiliates shall not constitute an assignment of this Agreementsuccessors and assigns. (c) Except, with respect to the Indemnitees, Except for the provisions of Section 7.5 and Section 9 hereof4, 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. (a) This Agreement shall be binding upon: Geron Seller and its successors and assigns (if any); BioTime Stockholder and its Stockholder’s personal representatives, executors, administrators, estate, heirs, successors and assigns (if any); and BAC the Buyer Group and its successors and assigns (if any). This Agreement shall inure to the benefit of: GeronSeller; BioTime; BACStockholder; the other IndemniteesBuyer Group; the Buyer Group Indemnitees (subject to Section 9.7); Seller Indemnitees (subject to Section 9.8); and the respective successors and assigns (if any) of the foregoing. (b) Neither Geron, on None of the one hand, nor BioTime or BAC, on the other hand, parties may assign any right or obligation under this Agreement, in whole or in part, to any other Person without the consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Buyer Group may assign all of its rights or delegate any of its and obligations under this Agreement without the prior written consent (including its indemnification rights under Section 9), to a third party as part of a transaction in which all or substantially all of the other party(ies)Buyer Group’s business and assets, except that: (i) any party may assign any or substantially all of its rights the business and assets acquired pursuant 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, are transferred to such third party. (c) Except, with respect to the Indemnitees, Except for 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, (i) no Seller Employee shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of Geron or any Affiliate of Geron, or BioTime or any Affiliate of BioTime, Seller 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 the Seller and its successors and assigns (if any); BioTime ) and its successors and assigns (if any); and BAC the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: Geron; BioTime; BACthe Seller, the Purchaser; the other IndemniteesIndemnified Parties; 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, No Party 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)Party, except that: (i) any party which shall not be unreasonably withheld, conditioned or delayed; provided that Purchaser may assign any of its rights to any Affiliate of such party; and (ii) any party may or delegate any of its obligations under this Agreement without consent of Seller if (i) such assignment is in connection with a merger or consolidation of Purchaser or the sale of the assets of Purchaser that are related hereto, with or to any Affiliate entity which has aggregate assets that equal or exceed the aggregate assets of Purchaser at the time of such party as long as assignment, or (ii) such party remains jointly and severally assignment is in connection with a merger or consolidation of Purchaser or the sale of the assets of Purchaser that are related hereto and, following such merger, consolidation or sale, Purchaser shall remain liable with such Affiliate for such obligations. Any attempted assignment or delegation not made the obligations set forth 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 Agreement7 hereof. (c) Except, with respect to the Indemnitees, Except for the provisions of Section 7.5 and Section 9 7 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties 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, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transaction Documents (other than in his or her capacity as a shareholder of Seller), and (ii) no creditor of Geron or any Affiliate of Geron, or BioTime or any Affiliate of BioTime, the Seller shall have any rights under this Agreement or any of the other Transactional AgreementsTransaction Documents.

Successors and Assigns; Parties in Interest. (a) This Agreement shall be binding upon: Geron upon each Stockholder and its each of their respective personal representatives, executors, administrators, estates, heirs, successors and assigns (if any); BioTime ) and its Parent and Merger Sub and their respect successors and assigns (assigns, if any); and BAC and its successors and assigns (if any). This Agreement shall inure to the benefit of: Geron; BioTime; BAC; of the other Indemnitees; 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 Transitory Surviving Corporation, or the Surviving Company, after the Effective Time of the Merger. (b) Neither Geron, on the one hand, nor BioTime or BAC, on the other hand, 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 other party(iesCompany (except with respect to the Stockholders, pursuant to will or the laws of descent and distribution), 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) ExceptExcept as provided in the following sentences, with respect 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. If the IndemniteesMerger is consummated, (i) this Agreement is intended to benefit the provisions Company Indemnified Parties and the Indemnified Parties, each Company Indemnified Party and Indemnified Party shall be deemed a third-party beneficiary of this Agreement and this Agreement shall be enforceable by the Company Indemnified Parties and the Indemnified Parties, and (ii) the representations and warranties of Parent, Merger Sub and Sister Sub are intended to benefit the Stockholders and each Stockholder shall be deemed a third-party beneficiary of such representations and warranties. Except as set forth in this Section 7.5 and Section 9 hereof9.6(c), 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 (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.