No Assignment or Benefit to Third Parties. Subject to Section 10.8, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser may assign any and all of its rights under this Agreement or any Ancillary Agreement to one or more of its wholly owned subsidiaries (but no such assignment shall relieve Purchaser of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Gsi Commerce Inc), Stock Purchase Agreement (Gsi Commerce Inc)
No Assignment or Benefit to Third Parties. Subject to Section 10.8, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser Acquiror may assign any and all of its rights under this Agreement to CCI, or any Ancillary Agreement to one a wholly owned, direct or more indirect, subsidiary of its wholly owned subsidiaries CCI, without the prior written consent of Seller (but no such assignment shall relieve Purchaser Acquiror of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than PurchaserAcquiror, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Indemnitees and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing, BBHI Holdings shall be an express and intended third party beneficiary for the purposes of Section 2.1, Section 2.3 and Section 2.4 of this Agreement; provided, further, however, that the Acquiror's financing sources and their respective current, former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, counsel, general or limited partners or assignees of any of the foregoing shall be third party beneficiaries of Sections 8.2(d) and 9.9 and this Section 9.3.
Appears in 1 contract
Sources: Purchase Agreement (Charter Communications, Inc. /Mo/)
No Assignment or Benefit to Third Parties. Subject to Section 10.8, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective (as applicable) successors, legal representatives representatives, heirs, executors, and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, Agreement without the prior written consent of the other party heretoparties and any purported assignment in violation of the foregoing shall be null and void ab initio; provided, except as provided in Section 10.9 however, that the Purchaser and except that Purchaser may the Parent shall be entitled to assign or delegate this Agreement or all or any and all part of its rights under this Agreement or obligations hereunder to any Ancillary Agreement to one or more Affiliates of its wholly owned subsidiaries (but no the Purchaser or the Parent; provided further, however, that any such assignment or delegation by the Purchaser and/or the Parent shall relieve not release the Purchaser or the Parent from liability for the full and prompt performance of any all of its their obligations hereunder)under this Agreement. Nothing Except as expressly set forth herein in Section 6.6 or Article 8, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Purchaser, Sellerthe Parent, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons Company, and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12Sellers, and their respective (as applicable) successors, legal representatives representatives, heirs, executors, and permitted assigns, any rights rights, benefits, or remedies under or by reason of this Agreement.
Appears in 1 contract
No Assignment or Benefit to Third Parties. Subject to Section 10.8, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser Acquiror or Acquiror Sub may assign any and all of its rights under this Agreement to any Debt Financing Source in connection with the Debt Financing or any Ancillary Agreement to one or more of its another wholly owned subsidiaries subsidiary of Acquiror without the prior written consent of the Company (but no such assignment shall relieve Purchaser Acquiror or Acquiror Sub of any of its their respective obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified PersonsAcquiror, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11Company, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Indemnitees and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this AgreementAgreement other than the rights of the Debt Financing Sources to enforce the rights granted to them in Section 8.2(d) and Section 9.9.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Cablevision Systems Corp /Ny)
No Assignment or Benefit to Third Parties. Subject to Section 10.8, this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other party hereto, except as provided in Section 10.9 and except that Purchaser Acquiror may assign any and all of its rights under this Agreement to CCI, or any Ancillary Agreement to one a wholly owned, direct or more indirect, subsidiary of its wholly owned subsidiaries CCI, without the prior written consent of Seller (but no such assignment shall relieve Purchaser Acquiror of any of its obligations hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any Person other than PurchaserAcquiror, Seller, (in the case of Section 8.2 or Section 8.3 only) the Seller Indemnified Persons and the Purchaser Indemnified Persons, the Persons entitled to the benefit of the corporate guarantees from GSI and its Subsidiaries pursuant to Section 5.11, the Persons entitled to the benefit of the guarantee from Seller pursuant to Section 5.12, Indemnitees and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing, BBHI Holdings shall be an express and intended third party beneficiary for the purposes of Section 2.1, Section 2.3 and Section 2.4 of this Agreement; provided, further, however, that the Acquiror’s financing sources and their respective current, former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, counsel, general or limited partners or assignees of any of the foregoing shall be third party beneficiaries of Sections 8.2(d) and 9.9 and this Section 9.3.
Appears in 1 contract