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 shall be null and void. Subject to the foregoing, this Agreement 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 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 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 This Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided, however, that any Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees so long as such Purchaser also assigns to such Permitted Transferees its rights and obligations under the other Transaction Documents to which it is a party. Subject to the foregoing, this This Agreement 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 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 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: Purchase Agreement (Logimetrics Inc), Purchase Agreement (Logimetrics Inc), Purchase Agreement (Brand Charles S)
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 otherwiseassigned, and any attempted assignment shall be null and void, except that Purchaser may assign, in its sole discretion, any or all of its rights, interests or obligations hereunder to any direct or indirect wholly owned subsidiary of Purchaser. Subject to the foregoing, this Agreement 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 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 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: Asset Purchase Agreement (Anderson Tully Co), Asset Purchase Agreement (Anderson Tully Co), Asset Purchase Agreement (Anderson Tully Co)
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 shall 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 shall 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 shall be 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 shall 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 by operation of Law or otherwise, and any attempted assignment shall be null and void. Subject to the foregoing, this Agreement 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 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 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 heretoParties (for the avoidance of doubt including Parent), be assigned by operation of Law or otherwise, and any attempted assignment shall be null and voidvoid ab initio. Subject to the foregoing, this This Agreement 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 shall be 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 intended to or shall be construed, to give 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 by operation of Law law or otherwise, and any attempted assignment shall be null and void. Subject The Purchaser may assign all of its rights under this Agreement to any of its Affiliates; provided such Affiliate assumes all of the foregoing, this obligations of the Purchaser hereunder. This Agreement 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 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 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 expressly provided herein, this Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void. Subject to the foregoing, this This Agreement 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 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 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 This Agreement may not, without the prior written consent of the other parties hereto, not be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided, however, that the Purchaser may assign this Agreement (or any interest herein) to one or more Permitted Transferees. Subject to the foregoing, this This Agreement 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 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 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 heretoParties, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void. Subject to the foregoing, this Agreement 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 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 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 by operation of Law law or otherwise, and any attempted assignment shall be null and void; provided, that Newco may, without such written consent assign, directly or indirectly, any or all of its rights and obligations hereunder to any of its Affiliates. Subject to the foregoing, this Agreement 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 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 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 hereto, be assigned by operation of Law law or otherwise, and any attempted assignment shall be null and void. Subject to the foregoing, this Agreement 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 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 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 by operation of Law law or otherwise, and any attempted assignment shall be null and void. Subject The Purchaser may assign all of its rights under this Agreement to any Affiliate; provided such Affiliate assumes all of the foregoing, this obligations of the Purchaser hereunder. This Agreement 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 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 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 by operation of Law law or otherwise, and any attempted assignment shall be null and void. Subject Buyer may assign all of its rights under this Agreement to any Affiliate; provided such Affiliate assumes all of the foregoing, this obligations of Buyer hereunder. This Agreement 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 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 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 by operation of Law law or otherwise, and any attempted assignment shall be null and void. Subject 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 the foregoingobligations of the Parent or the Acquisition Sub hereunder, this as applicable. This Agreement 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 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 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 by operation of Law or otherwise, and any attempted assignment shall be null and void. Subject to the foregoing, this Agreement 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 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 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 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 shall be null and void. Subject ; provided that Parent may assign its rights and obligations hereunder to the foregoing, this Agreement shall be binding upon and inure an Affiliate so long as Parent remains obligated to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representativesperform its obligations hereunder. This Agreement 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 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 by operation of Law law or otherwise, and any attempted assignment shall be null and void. Subject The Purchaser may assign all of its rights under this Agreement to any Affiliate; provided such Affiliate assumes all of the foregoing, this obligations of the Purchaser hereunder. This Agreement 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 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 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