Common use of Third-Party Beneficiaries and Obligations Clause in Contracts

Third-Party Beneficiaries and Obligations. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto or their respective successors and permitted assigns, any rights, remedies or liabilities under or by reason of this Agreement, other than sections which are specifically for the benefit of Seller Parties, the officers, directors and employees of the Company and/or its Subsidiaries and Persons to which Company Expenses are owed, as applicable (including under Section 5A(iii), Section 5M, Section 5Q, Section 5R, Section 8A(ii) and this Section 8O), the Financing Sources (under Section 6B, Section 8B, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X and Section 8S), each of which is intended to be for the benefit of the Persons covered thereby or to be paid thereunder and may be enforced by such Persons. The parties hereto further agree that the rights of third party beneficiaries shall not arise unless and until the Closing occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with this Agreement without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Appears in 1 contract

Samples: Share Purchase Agreement (Sensata Technologies Holding N.V.)

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Third-Party Beneficiaries and Obligations. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto or their respective heirs, executors, successors and permitted assigns, any rights, remedies or liabilities under or by reason of this Agreement, other than sections which are specifically for the benefit of Seller Partiesany Seller, any holder of Options, any other Equityholder Party, the officersRepresentative (including any duly appointed successor thereto), the Seller Group, the officers and directors and employees of the Company and/or its Subsidiaries and Persons to which Company Expenses and/or Representative Expenses are owed, as applicable (including under Section 5A(iii)1B, Section 51D, Section 9A, Section 9H, Section 9I, Section 9J, Section 9M, Section 5Q9N, Section 5R9O, Section 8A(ii) and 9P, this Section 8O), the Financing Sources (under Section 6B, Section 8B, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X 10O and Section 8S10S), each of which is intended to be for the benefit of the Persons covered thereby or to be paid thereunder and may be enforced by such Persons; provided, that in no event shall any third party beneficiary be entitled to enforce the provisions of Section 9L hereof. The parties hereto further agree that the rights of third party beneficiaries shall not arise unless and until the Closing occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto to whom such representations and warranties are being made (or to whom the authority to waive the same has been specifically granted hereunder (e.g., the Representative on behalf of the Sellers)) in accordance with this Agreement without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. For purposes of this Section 10O, the term "party" or "parties" shall include, as the context requires, the Sellers and the Representative.

Appears in 1 contract

Samples: Stock Purchase Agreement (Honeywell International Inc)

Third-Party Beneficiaries and Obligations. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto (including the Equityholders following the Closing and after delivery of Letters of Transmittal and Option Cancellation Agreements) or their respective successors and permitted assigns, any rights, remedies or liabilities under or by reason of this Agreement, other than sections which are specifically for the benefit of Seller the Equityholders, the Equityholder Parties, the officersRepresentative (including any successor thereto), the Seller Group, the officers and directors and employees of the Company and/or its Subsidiaries and Persons to which Company Expenses and Representative Expenses are owed, as applicable (including under Section 5A(iii)3B, Section 5M4C, Section 5Q11B, Section 5R11C, Section 8A(ii) 00X, Xxxxxxx 00X, Xxxxxxx 11G, and this Section 8O), the Financing Sources (under Section 6B, Section 8B, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X and Section 8S13O), each of which is intended to be for the benefit of the Persons covered thereby or to be paid thereunder and may be enforced by such Persons. The parties hereto further agree that the rights of third party beneficiaries shall not arise unless and until the Closing Effective Time occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with this Agreement without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Evolent Health, Inc.)

Third-Party Beneficiaries and Obligations. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto (including the Unitholders following the Closing and after delivery of Letters of Transmittal) or their respective successors and permitted assigns, any rights, remedies or liabilities under or by reason of this Agreement, other than sections which are specifically for the benefit of Seller the Unitholders, the Unitholder Parties, the officersRepresentative (including any successor thereto), the Seller Group, the Buyer Indemnified Parties, the Unitholder Indemnified Parties, the officers and directors and employees of the Company and/or its Subsidiaries and Persons to which Company Expenses are owed, as applicable (including under Section 5A(iii)3B, Section 5M4C, Section 5Q12B, Section 5R12C, Section 8A(ii) 00X, Xxxxxxx 00X, Xxxxxxx 12F, Article 13 and this Section 8O), the Financing Sources (under Section 6B, Section 8B, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X and Section 8S14N), each of which is intended to be for the benefit of the Persons covered thereby or to be paid thereunder and may be enforced by such Persons. The parties hereto further agree that the rights of third party beneficiaries shall not arise unless and until the Closing Effective Time occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with this Agreement without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Evolent Health, Inc.)

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Third-Party Beneficiaries and Obligations. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto or their respective heirs, executors, successors and permitted assigns, any rights, remedies or liabilities under or by reason of this Agreement, other than sections which are specifically for the benefit of Seller Partiesany Seller, any holder of Options, any other Equityholder Party, the officersRepresentative (including any duly appointed successor thereto), the Seller Group, the officers and directors and employees of the Company and/or its Subsidiaries and Persons to which Company Expenses and/or Representative Expenses are owed, as applicable (including under Section 5A(iii)1B, Section 51D, Section 9A, Section 9H, Section 9I, Section 9J, Section 9M, Section 5Q9N, Section 5R9O, Section 8A(ii) and 9P, this Section 8O), the Financing Sources (under Section 6B, Section 8B, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X, Xxxxxxx 0X 10O and Section 8S10S), each of which is intended to be for the benefit of the Persons covered thereby or to be paid thereunder and may be enforced by such Persons; provided, that in no event shall any third party beneficiary be entitled to enforce the provisions of Section 9L hereof. The parties hereto further agree that the rights of third party beneficiaries shall not arise unless and until the Closing occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto to whom such representations and warranties are being made (or to whom the authority to waive the same has been specifically granted hereunder (e.g., the Representative on behalf of the Sellers)) in accordance with this Agreement without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. For purposes of this Section 10O, the term “party” or “parties” shall include, as the context requires, the Sellers and the Representative.

Appears in 1 contract

Samples: Stock Purchase Agreement (Safety Products Holdings, Inc.)

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