The "Successors and Assigns" clause ensures that the rights and obligations of a contract are binding not only on the original parties but also on their successors, heirs, and any authorized entities they may assign these rights to. This clause provides continuity and enforceability of the contractual terms even if the parties undergo changes in ownership or structure.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
Lender. The word "Lender" means HANCOCK WHITNEY BANK, its successors and assigns.
Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns.
Borrower. The word "Borrower" means 6 LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns.
Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation JAMES K. TOOMEY, and in each case, any signer's successors and assigns.
PROMETIC PLASMA RESOURCES INC., a Canadian corporation (together with its permitted successors and assigns, “PPR”),
(together with its permitted successors and assigns, “NantPro”),
Section 5.4 Benefits. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective permitted successors and assigns.
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is entered into as of October 9, 2022 (the “Effective Date”), by and among (i) GRIID Infrastructure LLC, a Delaware limited liability company (“GRIID”), Griid Holdings LLC, a Delaware limited liability company (“Holdings”), and those additional persons that are joined as a party to that certain Existing Credit Agreement (as defined below) as borrowers and/or guarantor thereunder and as detailed on the signature page hereof (Griid and Holdings together with such additional persons which are signatories hereto as a GRIID Party, each, a “GRIID Party” and individually and collectively, jointly and severally, the “GRIID Parties”), (ii) each of the lenders identified as a “Lender” on Annex I attached to the Credit Agreement (together with each of its respective successors and assigns, if any, each a “Lender” and, collectively, the “Lenders”), (iii) Blockchain Access UK Limited, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, herein called the “Agent”), (iv) Blockchain Capital Solutions (US), Inc. (“Blockchain Capital” and together with the Lenders and Agent, the “Blockchain Parties”), and (v) Adit EdTech Acquisition Corp., a Delaware corporation (“Adit”) and Adit EdTech Sponsor, LLC (“Sponsor” and together with Adit, the “Adit Parties” and, together with the GRIID Parties and the Blockchain Parties, the “Parties”).
2.Release by the GRIID Releasing Parties. The GRIID Parties, on their own behalf and on behalf of their Affiliates, subsidiaries, successors and assigns (collectively, the “GRIID Releasing Parties”), do hereby forever, absolutely, unconditionally and irrevocably release, discharge and acquit the Blockchain Parties, and each of their Affiliates, subsidiaries, successors and assigns, and the officers, shareholders, directors, partners, members, managers, employees, parent and subsidiary corporations and partnerships, predecessors-in-interest, advisors, attorneys and agents of each (collectively with the Blockchain Parties, the “Blockchain Released Parties”), of and from any and all Claims arising from, out of or in connection with any matter relating to the Subject Agreements (collectively the “GRIID Released Claims”); provided, that the Blockchain Released Parties shall not be released from their respective obligations under the Transaction Documents.
10.Successors and Assigns. The parties agree that this Agreement shall be binding on, and inure to the benefit of, the parties hereto and their predecessors, successors and assigns.
6. Successors and Assigns. All of the covenants, stipulations, promises, and agreements in this Note contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not. The Company may not assign this Note without the prior written consent of Lender. This Note may be transferred or assigned by Lender, in whole or in part, to any Person without the prior written consent of the Company.
This Amendment shall inure to the benefit of and be binding upon the Fund and the Remarketing Agent and their respective permitted successors and assigns, and, subject to Section 23 of the VRDP Shares Remarketing Agreement, will not confer any benefit upon any other person, partnership, association or corporation other than persons, if any, controlling any Remarketing Agent within the meaning of Section 15 of the Securities Act, or Section 20 of the Exchange Act, or any Indemnified Person to the extent provided in Section 9 of the VRDP Shares Remarketing Agreement. As used in this Section 3.03, the terms “successors” and “assigns” shall not include any purchaser of VRDP Shares merely because of such purchase.
“Gelesis Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received and pursuant to the Note and Warrant Purchase Agreement, dated as of February 21, 2023, by and among the Company and the Investors named therein (the “Purchase Agreement”), PureTech Health LLC (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the “Holder”), is entitled, subject to the terms and conditions set forth in this warrant (this “Warrant”), to purchase from the Company, at any time or times on or after May 1, 2023, but not after 5:00 P.M., New York City time on May 1, 2028 (the “Expiration Date”), 23,688,047 duly authorized, validly issued, fully paid, nonassessable shares of Common Stock (as defined below), which shall be adjusted or readjusted from time to time as provided in this Warrant (as adjusted, the “Warrant Shares”), at a purchase price per share equal to $0.2744, which shall be adjusted from time to time as provided in this Warrant (as adjusted, the “Warrant Price”).”
(e) Successors and Assigns. This Agreement shall bind and inure to the benefit and be enforceable by the Parent and its successors and assigns and the Holders and their respective successors and assigns (whether so expressed or not). In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit Holders are also for the benefit of, and enforceable by, any subsequent or successor Holder.
“Successors and assigns” is a legal phrase commonly found in contracts and legal agreements. It refers to any party that succeeds to the rights or obligations of one of the original parties, whether through assignment, legal transfer, or any other means. These entities can be individuals, corporations, or any other legal entities that legally acquire the rights or obligations of a contract.
The phrase “successors and assigns” should be used in contracts and legal documents to ensure that the rights and obligations outlined in the agreement are transferable to future entities. This inclusion provides a mechanism for continuity in the agreement, allowing it to be binding on parties or entities that may assume the rights or responsibilities of an original contracting party in the future.
When drafting a contract, the phrase “successors and assigns” can be incorporated into a section often referred to as the “Assignment” or “Binding Effect” clause. This clause explicitly states who the contract binds and benefits. A typical clause might read as follows:
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
It’s important to ensure that the language aligns with the intent of the parties and the overall contractual obligations. It may be prudent to consult with a legal professional when drafting this section to ensure clarity and legal validity.
“Successors and assigns” is commonly found in various types of contracts to ensure that the agreements are enforceable and acknowledge changes in parties over time. Typical contracts include:
Including “successors and assigns” in contracts is a strategic legal consideration to maintain the integrity and enforceability of agreements across changing parties, thereby safeguarding the interests of the original participants.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A sunset provision is a contract clause that sets an expiration date for certain terms or the entire agreement unless expressly renewed or extended by all parties involved. This clause is often used to ensure that outdated or unnecessary stipulations do not persist indefinitely, prompting periodic review and reconsideration.
The "Supersedes Previous Agreements" clause indicates that the current contract nullifies all prior agreements or understandings, whether written or verbal, related to the same subject matter. This ensures that only the terms and conditions set forth in the new contract are binding between the parties involved.
The "Supersedes Prior Agreements" clause states that the current contract invalidates and replaces all previous agreements, understandings, or communications between the parties related to the subject matter. Its purpose is to ensure that the terms in the existing contract are the authoritative and exclusive terms governing the relationship, preventing conflicts with prior arrangements.
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