Parties in Interest; Assignment Sample Clauses

Parties in Interest; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives, except that neither this Agreement nor any interest herein shall be assigned or assignable by operation of law or otherwise by Employee without the prior written consent of the Company. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

Parties in Interest; Assignment. This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns, except that Section 4.9 is intended to be for the benefit of the parties referred to therein, and may be enforced by such parties. The Purchaser shall have the right (a) to assign to Parent or any direct or indirect wholly-owned subsidiary of Parent any and all rights and obligations of the Purchaser under this Agreement, including, without limitation, the right to substitute in its place such a subsidiary as one of the constituent corporations in the Merger (such subsidiary assuming all of the obligations of the Purchaser in connection with the Merger) and may require subsidiaries of the Company to merge with subsidiaries of the Purchaser (or its assignees) in connection with 34 Agreement and Plan of Merger the Merger and (b) to restructure the transaction to provide for the merger of the Company with and into the Purchaser or such other entity as provided above; PROVIDED, HOWEVER, that the Company shall not be deemed to have breached any of its representations and warranties herein by reason of the Purchaser exercising its rights hereunder, and by exercising such rights Parent will be deemed to have waived the receipt of any additional consents of third parties required by virtue thereof; and PROVIDED FURTHER that no such assignment shall affect any obligation of Parent or Purchaser hereunder and that it shall remain primarily liable as to its assigned obligations. If the Purchaser exercises its right to so restructure the transaction, the Company shall promptly enter into appropriate agreements to reflect such restructuring.

Parties in Interest; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives. Except as specifically provided herein, neither this Agreement nor any interest herein shall be assigned or assignable, by operation of law or otherwise, by any party, without the prior written consent of the other party, except that, without such consent, the Company may assign this Agreement or any interest therein, by operation of law or otherwise, to (a) any successor to all or substantially all of its equity ownership interests, assets or business by dissolution, merger, consolidation, transfer of assets, or otherwise, or (b) any direct or indirect subsidiary of the Company or of any such successor referred in (a) hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

Parties in Interest; Assignment. All covenants, agreements, representations, warranties and undertakings in this Agreement made by and on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. This Agreement and the rights and obligations contemplated hereby may not be assigned, in part or in whole, by the Purchaser or by any Seller without the written consent of the other party.

Parties in Interest; Assignment. Neither this Agreement nor any of the rights, interest or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.

Parties in Interest; Assignment. This Note shall bind and inure to the benefit of Holder, Maker and their respective successors and permitted assigns. Maker shall not transfer or assign this Note without the prior written consent of Holder. Holder may transfer and assign this note without the prior consent of Maker.

Parties in Interest; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither Purchaser nor Seller may assign any of their rights or obligations under the Transaction Documents without the prior written consent of the other party.

Parties in Interest; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties named herein and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person other than Parent, Merger Sub or the Stockholder, or their permitted successors or assigns, any rights or remedies under or by reason of this Agreement. Notwithstanding the foregoing, neither the Stockholder, on the one hand, nor Parent or Merger Sub, on the other hand, may assign this Agreement or any of his or its respective rights, interests or obligations hereunder (whether by operation of law or otherwise) without the prior written approval of the other; provided that (i) Parent and Merger Sub may transfer or assign their respective rights and obligations under this Agreement, in whole or from time to time in part, to one or more of their Affiliates at any time and (ii) the Stockholder may (subject to Section 3(c)) transfer or assign its rights and obligations under this Agreement to any Person in connection with a Permitted Transfer; provided, further, that any such transfer or assignment shall not relieve Parent, Merger Sub or the Stockholder, as applicable, of its obligations under this Agreement.

Parties in Interest; Assignment. Except as otherwise provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties to this Agreement shall bind and inure to the benefit of their respective heirs, executors, successors, and assigns, whether so expressed or not. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto and their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. This Agreement is not assignable and any purported assignment shall be null and void.