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Neither Party shall be entitled to cede, or delegate its rights and obligations arising from this AGREEMENT or to assign this AGREEMENT to any other person or entity without the prior written consent of the other party provided that either party shall be entitled to assign this AGREEMENT, in whole and not part on... | Anti-assignment |
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party’s consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to... | Anti-assignment |
Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor’s prior written consent, which shall not be unreasonably withheld or delayed. | Anti-assignment |
This Agreement shall automatically terminate in the event the Management Agreement is assigned or otherwise terminated. | Anti-assignment |
Service Provider shall not, without the prior written consent of Owner, which consent will not be unreasonably withheld or delayed, assign, pledge or transfer all or any part of, or any right or obligation under, this Agreement, whether voluntarily or by operation of law, and any such assignment or transfer without s... | Anti-assignment |
business and assets of the party regardless of how the transaction or series of related transactions is structured, provided, that the successor party agrees to be bound by all of the terms and conditions of this Agreement; and (b) Sponsor may assign its rights and obligations under this Agreement to any entity (i) wh... | Anti-assignment |
Bachem shall not assign, subcontract or delegate any of its rights or obligations under this Agreement without the express prior written authorization of Magenta, provided however, that Bachem may subcontract its rights and obligations hereunder to those subcontractors identified and agreed to by the Parties in the Qua... | Anti-assignment |
This Agreement may not be assigned by Tickets without MP3.com's written consent, which shall be promptly granted or denied and not unreasonably withheld, except that Tickets may assign this Agreement without MP3.com's consent if another entity acquires substantially all the assets of Tickets. | Anti-assignment |
Except as expressly provided in this Agreement, Bellicum specifically agrees not to, and agrees not to cause any Third Party to, sell, market, export, transfer, or re-export Miltenyi Products without Miltenyi’s express prior written consent. | Anti-assignment |
Notwithstanding the foregoing, this Agreement and all rights and duties hereunder shall not, without the prior written consent of Client, in any manner be assigned, mortgaged, licensed, or otherwise transferred or encumbered by EFS or by operation of law; provided, however, that EFS may assign this Agreement to an a... | Anti-assignment |
If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement. | Anti-assignment |
The rights and obligations of Forty Niners SC under this Agreement may be assigned by Forty Niners SC without the consent of Sponsor so long as the assignment shall be the assignment of Team’s rights and obligations hereunder (i) as collateral security for financing arrangements, (ii) to any Affiliate or successor enti... | Anti-assignment |
Subject to Section 20.2, neither Party shall, nor shall it purport to, assign, license, transfer or change any of its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld conditioned or delayed; provided, however, that except as provid... | Anti-assignment |
Any attempted assignment not in accordance with this Section 15.2 shall be null and void and of no legal effect. | Anti-assignment |
Any unauthorized attempt to assign or delegate any portion of this Agreement or any Work Order shall be void. | Anti-assignment |
Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. | Anti-assignment |
In addition, EFS may not assign this Agreement without Client’s consent to a competitor of Client or any of Client’s businesses. | Anti-assignment |
No assignment by either Party of any rights, including rights to money due or to become due under this Agreement, or delegation of any duties under this Agreement or under any purchase orders subject to this Agreement, shall be binding on the nonassigning Party unless and until a written consent has been obtained from ... | Anti-assignment |
The benefits of the Agreement shall inure to the respective successors and assignees of the parties and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns; provided that the rights and obligations... | Anti-assignment |
Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect. | Anti-assignment |
This Agreement may not be assigned or otherwise transferred, nor may any right or obligations hereunder be assigned or transferred, by either Party without the prior written consent of the other Party; provided, however, that Licensor may, without such consent, assign this Agreement and its rights and obligations hereu... | Anti-assignment |
This Agreement and the rights and obligations specified herein shall be binding upon the Parties and their respective legal successors and neither Party shall sell, transfer or assign this Agreement or any part, interest, right or obligation hereunder except that a Party shall have the right to transfer or assign this ... | Anti-assignment |
For the purposes of this Agreement, any change of control, merger, consolidation, or acquisition of all or substantially all of the assets of Network Affiliate (collectively, a “Change of Control”) shall be deemed an assignment. | Change of Control |
FCC may not assign or delegate its rights or obligations pursuant to this Agreement. | Anti-assignment |
In the event of your death or incapacity, or the death or incapacity of any partner, any shareholder owning fifty percent (50%) or more of your capital stock, or any Member who owns a majority interest in a limited liability company, the heirs, beneficiaries, devisees, or legal representatives of said individual, partn... | Change of Control |
This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act). | Anti-assignment |
CONSULTANT shall not be entitled to assign any of CONSULTANT’s rights or obligations under this Agreement. | Anti-assignment |
Any purported assignment of this Agreement by a Party in contradiction to this Section 14.4 (Assignment) will be void and of no effect. | Anti-assignment |
This Agreement and/or any Study Order may not be assigned by either Party except as agreed upon in writing by the other Party. | Anti-assignment |
Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any dir... | Anti-assignment |
The Company shall not be entitled to assign this Agreement to any other party without the Professional's express prior written consent, except any assignment by the Company as a result of a stock exchange, merger, consolidation, or sale of substantially all of the assets of the Co... | Anti-assignment |
Notwithstanding any of the foregoing, without the consent of PB, which consent may be withheld in PB’s sole discretion, SFJ shall not sell, assign, sublicense or otherwise transfer this Agreement to an entity whose primary business is the development or commercialization of pharmaceutical or biotechnology products prio... | Anti-assignment |
The Developer may not, without the written consent of the Client, assign, subcontract, or delegate its obligations under this Agreement, except that the Developer may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after re... | Anti-assignment |
[CERES/IGER] has the right to assign its rights and obligations under this Agreement to any third party. | Anti-assignment |
This Agreement may not be assigned by any party without the written consent of the other parties, except to a subsidiary or controlled affiliate of such party which succeeds such party’s conduct of Covered Businesses. | Anti-assignment |
Neither party may assign this Agreement without the prior written consent of the other. | Anti-assignment |
CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. | Anti-assignment |
withheld or delayed); provided however, that either party may assign its rights and obligations hereunder in the event of a sale of all, or substantially all of such party's assets related to this Agreement, whether by merger, reorganization, operation of law or otherwise, or (2) either party'... | Anti-assignment |
the Parties may at any time assign or transfer all or part of its rights and obligations under this Agreement to any of its Affiliates provided that such assignment or transfer is previously notified to the other Party. | Anti-assignment |
Except as expressly permitted hereunder or in Exhibit F hereto, neither party may transfer, assign or sublicense this Agreement, or any rights or obligations hereunder, whether by contract or by operation of law, except with the express written consent of the other party, and any attempted transfer, assignment or subli... | Change of Control |
Vyera may not assign this Agreement, or any rights or obligations hereunder without the prior written consent of CytoDyn, not to be unreasonably withheld or delayed provided that Vyera may assign this Agreement without CytoDyn’s consent to an Affiliate or to a successor to substantially all of the business of Vyera to ... | Anti-assignment |
During the term of this Agreement, if MSL decides to sell a substantial portion of its assets or operations outside the ordinary course of its business, or to merge or transfer ownership of MSL to a third Party, MSL will immediately notify IBM. | Change of Control |
Neither Party shall be entitled to assign any of its rights or duties hereunder to any third parties without a written consent of the other Party thereto. | Anti-assignment |
A Transfer shall also be deemed to include a merger or consolidation of Franchisee with any other entity, the issuance of additional securities representing, or convertible into, an Ownership Interest in Franchisee and any Transfer as a result of death (subject to this Section), divorce, insolvency, corpo... | Change of Control |
The Options shall not be assigned, transferred or alienated by the Professional. | Anti-assignment |
This Agreement is solely for the benefit of the parties hereto and is not binding upon or enforceable by any other persons | Anti-assignment |
Investor will not assign to any Third Party any rights under this IP Agreement not specifically transferable by its terms without the prior written consent of Company, such consent not to be unreasonably withheld. | Anti-assignment |
Neither Party shall have the right to assign the present Agreement or any part thereof to any Third Party other than Affiliates without the prior written approval of the other Party. | Anti-assignment |
In the event Agent changes its legal structure or undergoes a substantial change in ownership of its stock or other ownership interest, Kallo shall have the option of immediate termination of this Agreement. | Change of Control |
No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than the pledge of this Transaction to the Master Servicer pursuant to the Pooling and Servicing Agreement) shall be permitted by either party unless Moody's and Fitch have been provided notice of the same and confir... | Anti-assignment |
Accordingly, except as otherwise expressly provided below, neither Nantz Communications nor Nantz shall assign any of their respective rights or delegate any of their respective duties or obligations under this Agreement without the written consent of the Company. | Anti-assignment |
This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings. | Change of Control |
This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. | Anti-assignment |
The rights and obligations of the Fund and the Investment Adviser hereunder may not be assigned or delegated to any other person without the prior written consent of the Remarketing Agent. | Anti-assignment |
Neither party shall assign this Agreement or any rights under it except with the prior written consent of the other. | Anti-assignment |
Neither party may, directly or indirectly (including in connection with a change of control transaction), transfer or assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the other; provided that STAAR may assign any of its rights and delegate any of its obligations h... | Anti-assignment |
The Company shall not sell, transfer or otherwise attempt to convey or dispose of any part of the Fiber Ring Assets, other than sales and leases of capacity or of individual fiber strands in the ordinary and usual course of business unless the Provider consents to such transaction, which consent will not be withheld if... | Anti-assignment |
COMPANY will pay JHU a fee equal one percent (1%) of the Aggregate Consideration received by the COMPANY, or the total amount received by stockholders of COMPANY, upon the occurrence of a Liquidity Event. | Change of Control |
Upon the occurrence of any Change of Control (as defined below) this Agreement and all Licensee's rights and licenses hereunder shall automatically terminate unless, prior to the occurrence of such Change of Control, Licensor has consented to such Change of Control in a writing executed by an officer of Licensor; pro... | Change of Control |
Accordingly, neither this Agreement nor any part of your interest in it, nor any Interest (as defined in Paragraph 14.2) of Franchise Owner or a Principal Owner, may be transferred (see definition below) without our advance written approval if such transfer will result in the Principal Owner(s) set forth in Exhibit 4 h... | Change of Control |
Shipper shall have the right to assign, or transfer all, but not less than all, of its rights and obligations under this Agreement with the prior written consent of Transporter, which consent may be withheld in Transporter’s sole discretion. | Anti-assignment |
(a) in connection with the transfer or sale of all or substantially all of the business of the assigning Party to a Third Party, whether by merger, sale of stock, sale of assets or otherwise; provided that in the event of a transaction (whether this Agreement is actually assigned or is assumed by the acquiring party by... | Change of Control |
Sanofi will have the option to either (A) terminate this Agreement in its entirety upon written notice to RevMed provided to RevMed within [***] of the effective date of such Change of Control; or (B) [***]. | Change of Control |
If Purchaser or a Purchaser Assignee assigns or transfers any Intellectual Property licensed to the Seller Parties pursuant to Section 2.1(c) or Section 2.1(d), the Purchaser shall (or shall cause the applicable Purchaser Assignee to) expressly condition such assignment or transfer on the express acknowledgement and ag... | Anti-assignment |
Notwithstanding anything in this Agreement to the contrary, the Agent may not transfer or assign any rights, interests or obligations (i) under this Agreement to any Restricted Party or (ii) that are provided pursuant to Sections 10.5(d) or 10.6 of this Agreement. | Anti-assignment |
Neither Party shall sell, assign, subcontract, transfer or dispose of this Agreement or any part thereof, without the prior written consent of the other Party or otherwise enter into an agreement with any other Party for Services contemplated herein. | Anti-assignment |
No Party may assign this Agreement without the prior written consent of the other Party. | Anti-assignment |
The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. | Anti-assignment |
If a Change in Control occurs with respect to Customer, Metavante agrees to continue to provide Services under this Agreement; provided that (a) Metavante’s obligation to provide Services shall be limited to the Entities comprising the Customer prior to such Change in Control and (b) Metavante’s obligation to provide S... | Change of Control |
Neither party may <omitted> assign or otherwise transfer this Agreement to any person or entity without the | Anti-assignment |
Bachem will not assign this Agreement without the prior written consent of Magenta, and any purported assignment in contravention of this Section 15.2 shall be null and void; provided, however, that either Party may assign this Agreement in connection with (i) the sale, transfer or other disposition of its assets relat... | Anti-assignment |
This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement without consent to any of its Affiliates and L... | Anti-assignment |
Neither this Agreement nor any of the rights, duties and obligations of the parties hereunder may be assigned or delegated by XC or the AJR, as the case may be, without the prior written consent of the other party hereto. | Anti-assignment |
Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. | Change of Control |
Except as set forth herein, the parties shall not have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, except that, upon written notice to the other party, a party (i) ... | Anti-assignment |
Neither this Agreement nor the rights of either Party hereunder shall be assigned by either Party without the prior written consent of the other Party. | Anti-assignment |
In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Ag... | Change of Control |
The term "Transfer" shall mean any sale, assignment, gift, pledge, mortgage or any other encumbrance, transfer by bankruptcy, transfer by judicial order, merger, consolidation, share exchange, transfer by operation of law or otherwise, whether direct or indirect, voluntary or involuntary, of this Agreement or any inter... | Change of Control |
Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreas... | Change of Control |
Neither of the parties hereto may assign its or his rights hereunder without the prior written consent of the other party hereto, and any such attempted assignment without such consent shall be null and void and without effect. | Anti-assignment |
Licensor may terminate this Agreement by providing prior written notice to Licensee upon the occurrence of a Change of Control. | Change of Control |
Neither this Agreement nor any of the rights or obligations contained herein may be assigned or transferred by either party without the prior written consent of the other party. | Anti-assignment |
The parties acknowledge and agree that a “Release Condition” for purposes of the Escrow Agreement shall be deemed to mean any one or more of the following listed events (in addition to any other event specified as a release condition under the Escrow Agreement): <omitted> (vi) Ehave undergoes a change of control or is ... | Change of Control |
Any assignment or attempt to assign, or any delegation or attempt to delegate, not in accordance with this Section shall be void and without effect. | Anti-assignment |
Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Servicer’s obligations under this Agreement and each Transaction Document to which the Servicer is a party (unless the assumption happens by operation of Law), (ii) delive... | Change of Control |
For purposes of this Agreement, "Change in Control" means a merger or consolidation of the party with, or any sale of all or substantially all of the assets of such party to, any other person, corporation or entity, unless as a result of such merger, consolidation or sale of assets the holders of such party's voting se... | Change of Control |
A change of control shall be deemed an assignment requiring consent hereunder provided that any transfer or assignment that results in Seller’s and Buyer’s current common parent, Reynolds Group Holdings Limited, ceasing to control either party shall not require consent of the other party. | Change of Control |
This Agreement is not assignable by Distributor without prior written consent of Tripath, which will not be unreasonably withheld. | Anti-assignment |
In addition, Customer may audit Manufacturer’s Records and Facilities for the purpose of verifying that Manufacturer’s procedures are in accordance with the C-TPAT security criteria, and Manufacturer shall provide Customer with access to Manufacturer’s Records and Facilities reasonably necessary for the purpose of cond... | Audit Rights |
AT&T and its auditors (including internal audit staff and external auditors) and governmental authorities shall have the right to review such records (“AT&T Audits”) held and created by Vendor, to verify the following: | Audit Rights |
These records will be available for inspection during regular business hours upon reasonable notice by Anixa, or its duly authorized representative, at Anixa’s expense, for three (3) years following the end of the calendar year in which such expenses are invoiced. | Audit Rights |
Each Party will have the right, upon reasonable notice to the other Party, to visit any location where RESEARCH PROJECT activities are conducted for the purposes of evaluating RESEARCH PROJECT progress and outcomes, and particularly to make observations of any plants in growth chambers, greenhouses or fields that ar... | Audit Rights |
Customer may exercise its inspection rights under this Section 5.3(d) upon receipt of any information that would suggest to a reasonable Person that Manufacturer is not fulfilling its obligations under this Section 5.3. | Audit Rights |
The parties agree that the records maintained and produced under this Agreement shall, at all times, be available at the Operations Center for examination and audit by governmental agencies having jurisdiction over the Customer’s business, including any Federal, State or Puerto Rico Regulator. | Audit Rights |
We have the right at any time during business hours, and without advance notice to you, to inspect and audit, or cause to be inspected and audited, the business records, bookkeeping and accounting records, sales and income tax records and returns and other records of the Franchise, and the books and records of any corp... | Audit Rights |
During the Development Term, PB will conduct quality oversight inspections and audits of the manufacturing facilities for the Product in accordance with its internal policies and PB will provide SFJ with copies of such audit reports. | Audit Rights |
Both Parties acknowledge and confirm that the Reserve Bank of India (hereafter “RBI”) or persons authorized by it has right to access and inspect the PC Financial’s documents, records of Service transactions and other necessary information related to the Services or Activity given to, stored or processed by Mobimagic w... | Audit Rights |
As set forth in the Exhibit, EDGE shall have the opportunity to review and inspect all elements of the Work in a reasonable manner. | Audit Rights |
LBIO may use the records and Reports (as defined below) for any purpose, including interactions and communications with, and/or submissions and filings to the applicable governmental or regulatory authorities. | Audit Rights |
Such audits shall normally be conducted during normal business hours at plan_b's premises. | Audit Rights |
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