Assignment and Benefit. (a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any of the rights hereunder or thereunder, may be assigned by any party, nor may any party delegate any obligations hereunder or thereunder, without the written consent of the other party hereto or thereto; provided, however, that Buyer may assign this Agreement to one or more of its directly or indirectly owned subsidiaries and such assignment shall not release Buyer or Sellers from any of their covenants or obligations under this Agreement. Any non-permitted assignment or attempted assignment shall be void. (b) This Agreement shall not be construed as giving any Person, other than the parties hereto and their permitted successors, heirs and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of such parties, and permitted successors, heirs and assigns and for the benefit of no other Person or entity.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Headwaters Inc), Securities Purchase Agreement (Headwaters Inc)
Assignment and Benefit. (a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any of the rights hereunder or thereunder, may be assigned by any party, nor may any party delegate any obligations hereunder or thereunder, without the written consent of the other party hereto or thereto; , provided, however, that (i) the Buyer may assign this Agreement its rights hereunder to one or more of its directly or indirectly owned subsidiaries and such assignment shall not release Affiliates if the Buyer or Sellers from any delivers to the Seller Representative a written instrument pursuant to which the Buyer agrees to remain liable for all of their covenants or its obligations under this AgreementAgreement and (ii) following the Closing Date, any Seller may assign its rights, but not its obligations, hereunder (collectively the "Permitted Assignees"). Any non-permitted assignment or attempted assignment other than in accordance with this Section 14.5(a) shall be voidvoid ab initio.
(b) This Except as otherwise provided in Section 11, this Agreement shall not be construed as giving any Person, other than the parties hereto and their permitted successors, heirs and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of such parties, and permitted successors, heirs and assigns and for the benefit of no other Person or entity.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Jarden Corp), Securities Purchase Agreement (Jarden Corp)