Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned, by operation of Law or otherwise, and any attempted assignment will be null and void; provided that Holdings may assign this Agreement to any of its Affiliates without such consent. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 3 contracts
Sources: Transaction Agreement (Shermen WSC Acquisition Corp), Stockholder Agreement (Westway Group, Inc.), Transaction Agreement (Shermen WSC Acquisition Corp)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned, assigned by operation of Law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings may assign this Agreement to any of its Affiliates without such consent. Subject to the foregoing, this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the Parent Indemnified Parties, the Seller Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 3 contracts
Sources: Merger Agreement (Universal Business Payment Solutions Acquisition Corp), Merger Agreement (Universal Business Payment Solutions Acquisition Corp), Merger Agreement (Universal Business Payment Solutions Acquisition Corp)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned, assigned by operation of Law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings may assign this Agreement to any of its Affiliates without such consent. Subject to the foregoing, this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 3 contracts
Sources: Transaction Agreement (Shermen WSC Acquisition Corp), Transaction Agreement (Shermen WSC Acquisition Corp), Transaction Agreement (Shermen WSC Acquisition Corp)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties heretoParties (for the avoidance of doubt including Parent), be assigned, assigned by operation of Law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings may assign this void ab initio. This Agreement to any of its Affiliates without such consent. Subject to the foregoing, this Agreement will shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, successors and permitted assigns and legal representativesassigns. This Agreement is for the sole benefit of the parties to this Agreement Parties and their respective heirssuccessors and permitted assigns, successorsand nothing herein, permitted assigns and legal representatives and express or implied, is not intended, nor may it be construed, intended to give or shall confer upon any Person, Person other than the parties hereto and Parties or their respective heirs, successors, successors and permitted assigns and legal representatives, any legal or equitable rightrights, remedy remedies or claim hereunderbenefits of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each of the Released Persons and their respective heirs and assigns are intended to be third party beneficiaries of and shall be entitled to rely on and enforce Section 5.
Appears in 2 contracts
Sources: Voting and Support Agreement (Tempur Sealy International, Inc.), Voting and Support Agreement (Tempur Sealy International, Inc.)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings . The Purchaser may assign all of its rights under this Agreement to any Affiliate; provided such Affiliate assumes all of its Affiliates without such consentthe obligations of the Purchaser hereunder. Subject to the foregoing, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this This Agreement may not, without the prior written consent of the other parties hereto, not be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided provided, however, that Holdings the Purchaser may assign this Agreement (or any interest herein) to any of its Affiliates without such consentone or more Permitted Transferees. Subject to the foregoing, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings . Buyer may assign all of its rights under this Agreement to any Affiliate; provided such Affiliate assumes all of its Affiliates without such consentthe obligations of Buyer hereunder. Subject to the foregoing, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (Photonic Products Group Inc)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided provided, that Holdings may assign this Agreement Newco may, without such written consent assign, directly or indirectly, any or all of its rights and obligations hereunder to any of its Affiliates without such consentAffiliates. Subject to the foregoing, this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Sources: Merger Agreement (Sealy Corp)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties heretoParties, be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings may assign this Agreement to any of its Affiliates without such consent. Subject to the foregoing, this Agreement will shall be binding upon and inure to the benefit of the parties hereto Parties and their respective heirs, successors, permitted assigns and legal representatives. This Except as set forth in Section 7.2 hereof, this Agreement is shall be for the sole benefit of the parties to this Agreement Parties and their Affiliates (including the Buyer Designees) and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto Parties and their Affiliates (including the Buyer Designees) and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Sources: Purchase Agreement (Hardinge Inc)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings . The Purchaser may assign all of its rights under this Agreement to any of its Affiliates without Affiliates; provided such consentAffiliate assumes all of the obligations of the Purchaser hereunder. Subject to the foregoing, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned, assigned by operation of Law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings Parent may assign this Agreement its rights and obligations hereunder to any of an Affiliate so long as Parent remains obligated to perform its Affiliates without such consent. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representativesobligations hereunder. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirssuccessors and permitted assigns, successorsand except for Section 5.5, permitted assigns Section 10.5 and legal representatives and Article VIII, nothing herein is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, successors and permitted assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings . The Purchaser may assign all of its rights under this Agreement to any Affiliate; provided such Affiliate assumes all of its Affiliates without such consentthe obligations of the Purchaser hereunder. Subject to the foregoing, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings may assign this Agreement to any of its Affiliates without such consent. Subject to the foregoing, this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement Agreement, the Parent Indemnitees, the Member Indemnitees and the Company Securityholders and their respective heirs, successors, permitted assigns and legal representatives representatives, and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, Person any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings . The Parent and the Acquisition Sub may assign all of their respective rights under this Agreement to any Affiliate; provided such Affiliate assumes all of its Affiliates without such consentthe obligations of the Parent or the Acquisition Sub hereunder, as applicable. Subject to the foregoing, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cunningham Graphics International Inc)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned, assigned by operation of Law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings may assign this Agreement to any of its Affiliates without such consent. Subject to the foregoing, this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the Parent Indemnified Parties, the Company Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
Appears in 1 contract
Sources: Merger Agreement (JetPay Corp)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise expressly provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned, assigned by operation of Law law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings may assign this . This Agreement to any of its Affiliates without such consent. Subject to the foregoing, this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns (as permitted assigns above) and legal representatives. This Except as otherwise expressly provided herein, this Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, assigns (as permitted assigns above) and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns (as permitted above) and legal representatives, any legal or equitable right, remedy or claim hereunder; provided, however, that the parties hereto hereby acknowledge and agree that any Indemnified Party shall be an express and intended third-party beneficiary of ARTICLE IX.
Appears in 1 contract
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned, by operation of Law or otherwise, and any attempted assignment will shall be null and void; provided that Holdings . Buyer may assign all of its rights under this Agreement to any Subsidiary of its Affiliates without such consentBuyer. Subject to the foregoing, this This Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement is shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor may it shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder; provided, however, that ARTICLE VII shall also be for the benefit of Buyer Indemnified Parties and Seller Indemnified Parties.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Volt Information Sciences, Inc.)