Common use of ASSIGNMENT AND SET OFF Clause in Contracts

ASSIGNMENT AND SET OFF. a) This Agreement is not transferable or assignable by Licensee, whether in whole or in part, voluntarily or by merger, consolidation or sale, or otherwise by operation of law without the prior written consent of FARO. Subject to the foregoing, this Agreement and each and every provision hereof, shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns. b) Licensee is permitted to set off only with claims that are undisputed or have been upheld by a final decision of a court of competent jurisdiction.