Assignment (a. Lessee acknowledges and understands that Lessor may assign to a successor, lender or purchaser (the "Assignee"), all or any part of the Lessor's right, title and interest in and to the Lease and the Equipment and Lessee consents to such assignment. In the event Lessor transfers or assigns, or retransfers or reassigns, to an Assignee all or part of Lessor's interest in the Lease, the Equipment or any sums payable under the Lease, whether as collateral security for loans or advances made or to be made to Lessor by such Assignee or otherwise, Lessee covenants that, upon receipt of notice of any such transfer or assignment and instructions from Lessor, (i) Lessee shall, if so instructed, pay and perform its obligations under the Lease to the Assignee (or to any other party designated by Assignee), and shall not assign the Lease or any of its rights under the Lease or permit the Lease to be amended, modified or terminated without the prior written consent of Assignee. (ii) Lessee's obligations under the Lease with respect to Assignee shall be absolute and unconditional and not be subject to any abatement, reduction, recoupment, defense, offset or counterclaim for any reason, alleged or proven, including, but not limited to, defect in the Equipment, the condition, design, operation or fitness for use of the Equipment or any loss or destruction or obsolescence of the Equipment or any part, the prohibition of or other restrictions against Lessee's use of the Equipment, the interference with such use by any person or entity, any failure by Lessor to perform any of its obligations contained in the Lease, any insolvency or bankruptcy of Lessor, or for any other cause, (iii) Lessee shall, upon request of Lessor, submit such documents and certificates as may be reasonably required by Assignee to secure and complete such transfer or assignment, including but not limited to the documents set forth in Section 15(c) of this Master Agreement. (iv) Lessee shall deliver to Assignee copies of any notices which are required under the Lease to be sent to Lessor; and (v) Lessee shall, if requested, restate to Assignee the representations, warranties and covenants contained in the Lease (upon which Lessee acknowledges Assignee may rely) and shall make such other representations, warranties and covenants to Assignee as may be reasonably required to give effect to the assignment. Master Agreement No. 673
Assignment (a. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective permitted successors and assigns. This Agreement and the rights and benefits hereunder of the Primary Servicer shall not be assignable, and the duties and obligations hereunder of such party shall not be delegable, except that in the following instances, Primary Servicer may assign, sell or transfer its rights under this Agreement without the consent of (but upon written notice to) the Master Servicer:
Assignment (a. This Concession Agreement shall not be assigned by the Concessionaire/Agency to any person, save and except without the prior consent in writing of the ULB, which consent the ULB shall be entitled to decline without assigning any reason. b) The Concessionaire shall not create or permit to subsist any Encumbrance, on the equipment except with prior consent in writing of the Authority, which consent the Authority shall be entitled to decline without assigning any reason. c) Notwithstanding anything to the contrary contained in this Concession Agreement, the Authority may, after giving 30 (thirty) days’ notice to the Concessionaire, assign any of its rights and benefits and/or obligations under this Concession Agreement; to an assignee who is in the reasonable opinion of the Authority, capable of fulfilling all of the Authority’s then outstanding obligations under this Concession Agreement.
Assignment (a. The Borrower shall not assign, transfer, charge or novate any of its rights or obligations hereunder nor grant, declare, create or dispose of any right of interest in it. Any purported assignment in contravention of this Section 7.11 is void. (b) The Lender may, without the consent of the Borrower, assign all or any part of its interest in the Loan to one or more Persons (each, an “Assignee”). By executing this Agreement, the Borrower consents to any such assignment to an Assignee. The Lender may, but shall not be bound to, deliver to the Borrower an instrument of assumption pursuant to which any Assignee assumes the obligations and agrees to be bound by all the terms and conditions of this Agreement, all as if such Assignee had been an original party hereto. Upon any such assignment and such assumption of the obligations of the Lender by an Assignee, the Lender and the Borrower shall be mutually released from their respective obligations to each other hereunder to the extent of such assignment and assumption and shall thenceforth have no liability or obligations to each other to such extent, except in respect of any matter which shall have arisen prior to such assignment. 7.12
Assignment (a. Either Party may assign this Agreement only with the prior written consent of the other Party, such consent shall not be unreasonably withheld. Any assignment of the Agreement, in whole or in part, without the other Party’s prior written consent shall be null and void and shall constitute a material breach of the Agreement. Notwithstanding the foregoing, either Party may assign this Agreement to an Affiliate without the other Party’s consent.
Assignment (a. Notwithstanding anything contained in the AGREEMENT, the IPTV Operator shall not have the right, without the prior written consent of 9X, to assign or transfer the AGREEMENT or any of its rights or obligations, with respect to the Area and/or, the Distribution Systems. Upon any breach, actual, potential or threatened, of this clause, the IPTV Operator shall be deemed to be unauthorized to distribute the 9X Channels, and shall entitle 9X to terminate the AGREEMENT and deactivate/disconnect the 9X Channels and take any other measures as may be appropriate. b. 9X may, at any time, assign the AGREEMENT including, without limitation, its rights and obligations, either in whole, or in part, to any person or third party and such person or third party shall, to the extent of such assignment, be deemed to have the same rights and obligations as 9X vis a vis the IPTV Operator. Such assignment by 9X as aforesaid shall be effective on and from the date as communicated in writing by 9X to the IPTV Operator.
Assignment (a. This Agreement may be assigned by a Party only to an Affiliate of Sanofi or BMS in the event of a corporate reorganization (including an entity that becomes an Affiliate in connection with such reorganization) involving the assumption of all or substantially all of such Party’s marketing or manufacturing functions in Territory B by such Affiliate, in which event the rights may be assigned and the obligations may be delegated to such Affiliate.
Assignment (a. Any assignment by either party to this Agreement or any other interest hereunder without the other party's prior written consent, shall be void, except assignment to a person or entity who acquires all or substantially all of the assets, business or stock of Seller, whether by sale, merger or otherwise.
Assignment (a. Except as provided in this Article, neither Party shall assign this Contract or any right or interest under this Contract, nor delegate any work or obligation to be performed under this Contract ("Assignment"), without the other Party's prior written consent which shall not be unreasonably withheld. Nothing herein shall preclude a Party from employing a subcontractor in carrying out its obligations under this Contract. A Party's use of such subcontractor shall not release the Party from its obligations under this Contract.
Assignment (a. The Pledgor may not assign, novate or otherwise transfer any of its rights under this Pledge Agreement without the prior written consent of the Pledgee. The Pledgee may assign, novate or otherwise transfer all or any part of its rights under this Pledge Agreement provided that such assignment, novation or transfer will be effected together with a parallel assignment, novation or transfer under the Secured Documents. Such assignment, novation or other transfer by the Pledgee shall be enforceable towards the Pledgor and third parties pursuant to the provisions of article 1690 of the Luxembourg civil code.
