Common use of ASSIGNMENT AND SUB-LICENSING Clause in Contracts

ASSIGNMENT AND SUB-LICENSING. 8.1 Licensor may freely assign or otherwise transfer or deal with any or all of its rights or obligations under this Agreement without recourse to Licensee save that Licensor shall ensure that any purchaser of the Trade Marks or Domain Names shall as a condition of such purchase take an assignment or novation of this Agreement to the extent of the interests of Licensee and Licensee’s entitlement to the exercise of the rights and licenses granted under this Agreement shall not be adversely affected thereby. 8.2 Except as provided in Section 8.3, Licensee shall not assign, transfer, encumber or otherwise deal with or transfer any of its rights or obligations under this Agreement without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed. 8.3 Licensee may sub-license any or all of the rights and licenses granted to it under this Agreement provided that: (a) the Sub-Licensee has agreed in writing to be bound by the terms of this Agreement, and Licensee obtains prior written consent from Licensor, which consent may not be unreasonably withheld or delayed (it being understood that the Licensee can, in accordance with local practices in each Country in the Territory, sub-license to entities that are operationally controlled by the Licensee and/or its affiliates and the Licensor’s consent for any such sub-licenses is hereby granted, subject to the Licensee’s compliance with the remainder of Section 8.3); (b) the appointment of any sub-licensee is on terms which specifically afford to Licensor no less protection of its proprietary interests than that afforded by the terms of this Agreement and which ensure that the scope of rights and licenses granted to sub- licensees does not exceed the scope of rights and licenses granted to Licensee under this Agreement; (c) all such sub-licenses shall include a term permitting Licensee, at Licensor’s option, a right to terminate or to assign the sub-license to Licensor, on termination of this Agreement; and (d) Licensee must notify Licensor, promptly after Licensee becomes aware, of any action or failure to take any action by any Sub-Licensee where such act or omission would constitute a material breach of this Agreement if it were taken by, or were the responsibility of, Licensee. 8.4 Either party may grant to its financiers from time to time (or any security trustee on their behalf) Encumbrances over their rights under this agreement.

ASSIGNMENT AND SUB-LICENSING. 8.1 Licensor 10.1 Save for Affiliates of the Licensee to whom the Licensee may freely assign or otherwise transfer sub-license all or deal with any or all of its rights or obligations under this Agreement without recourse to Licensee save that Licensor shall ensure that any purchaser of the Trade Marks or Domain Names shall as a condition of such purchase take an assignment or novation of this Agreement to the extent of the interests of Licensee and Licensee’s entitlement to the exercise of the rights and licenses granted under this Agreement shall not be adversely affected thereby. 8.2 Except as provided in Section 8.3, Licensee shall not assign, transfer, encumber or otherwise deal with or transfer any of its rights under this Agreement, and save for any subcontractors to whom the Licensee may sub-licence all or obligations any of its rights under this Agreement for the manufacture of Licensed Products, in each case without the prior written consent of the Licensor, which consent shall not be unreasonably withheld or delayed. 8.3 the Licensee may assign or sub-license all or any or all of the its rights and licenses granted to it under this Agreement to a third party provided that: (a) that prior to such assignment or sub-licence it notifies the Sub-Licensee has agreed Licensor in writing to be bound by of the terms of this Agreementthe assignment or sub-licence of rights offered by or to that third party and provides to the Licensor a certified copy of the assignment or sub-licence or other transfer agreement and all other related agreements or documentation to be concluded in connection therewith with such third party. The Licensor has a right of first refusal for 30days upon receipt by the Licensor of such notice, and Licensee obtains prior written consent from Licensor, which consent may not be unreasonably withheld or delayed (it being understood that to notify the Licensee canthat it wishes to acquire the rights under this Agreement on the terms and conditions offered by such third party. During that period the Licensee shall not enter into any assignment or sub-licence with that third party. If during that period the Licensor notifies the Licensee that it wishes to acquire such rights offered by such third party, the parties shall enter into an assignment or sub-licence on terms no less advantageous to the Licensor in any respect than those offered by or to the third party. In the absence of such notification or any notification by the Licensor to the contrary during that period, the Licensor shall be deemed to have refused such assignment or sub-licence and the Licensee shall be entitled freely to assign or sub-license its rights under this Agreement to the third party but only on the terms and conditions of the agreements which have been communicated to the Licensor in the manner described above. 10.2 Any assignment or sub-licence granted to any third party (including Affiliates of the Licensee) in accordance with local practices in each Country in the TerritoryClause 10.1 shall be subject to, sub-license to entities that are operationally controlled by the Licensee and/or its affiliates and the Licensor’s consent for any such sub-licenses is hereby granted, subject to the Licensee’s compliance with the remainder of Section 8.3); (b) the appointment of any sub-licensee is be on terms which specifically afford to Licensor and conditions no less protection of its proprietary interests than that afforded by stringent than, the terms of this Agreement and which ensure that the scope of rights and licenses granted to sub- licensees does not exceed the scope of rights and licenses granted to Licensee under this Agreement; (c) all such sub-licenses shall include a term permitting Licensee, at Licensor’s option, a right to terminate or to assign the sub-license to Licensor, on termination conditions of this Agreement; and (d) Licensee must notify Licensor, promptly after Licensee becomes aware, of any action or failure to take any action by any Sub-Licensee where such act or omission would constitute a material breach of this Agreement if it were taken by, or were the responsibility of, Licensee. 8.4 Either party may grant to its financiers from time to time (or any security trustee on their behalf) Encumbrances over their rights under this agreement.

ASSIGNMENT AND SUB-LICENSING. 8.1 Licensor 10.1 Save for Affiliates of the Licensee to whom the Licensee may freely assign or otherwise transfer sub-license all or deal with any or all of its rights or obligations under this Agreement without recourse to Licensee save that Licensor shall ensure that any purchaser of the Trade Marks or Domain Names shall as a condition of such purchase take an assignment or novation of this Agreement to the extent of the interests of Licensee and Licensee’s entitlement to the exercise of the rights and licenses granted under this Agreement shall not be adversely affected thereby. 8.2 Except as provided in Section 8.3, Licensee shall not assign, transfer, encumber or otherwise deal with or transfer any of its rights under this Agreement, and save for any subcontractors to whom the Licensee may sub-licence all or obligations any of its rights under this Agreement for the manufacture of Licensed Products, in each case without the prior written consent of the Licensor, which consent shall not be unreasonably withheld or delayed. 8.3 the Licensee may assign or sub-license all or any or all of the its rights and licenses granted to it under this Agreement to a third party provided that: (a) that prior to such assignment or sub-licence it notifies the Sub-Licensee has agreed Licensor in writing to be bound by of the terms of this Agreementthe assignment or sub-licence of rights offered by or to that third party and provides to the Licensor a certified copy of the assignment or sub-licence or other transfer agreement and all other related agreements or documentation to be concluded in connection therewith with such third party. The Licensor has a right of first refusal for 30 days upon receipt by the Licensor of such notice, and Licensee obtains prior written consent from Licensor, which consent may not be unreasonably withheld or delayed (it being understood that to notify the Licensee canthat it wishes to acquire the rights under this Agreement on the terms and conditions offered by such third party. During that period the Licensee shall not enter into any assignment or sub-licence with that third party. If during that period the Licensor notifies the Licensee that it wishes to acquire such rights offered by such third party, the parties shall enter into an assignment or sub-licence on terms no less advantageous to the Licensor in any respect than those offered by or to the third party. In the absence of such notification or any notification by the Licensor to the contrary during that period, the Licensor shall be deemed to have refused such assignment or sub-licence and the Licensee shall be entitled freely to assign or sub-license its rights under this Agreement to the third party but only on the terms and conditions of the agreements which have been communicated to the Licensor in the manner described above. 10.2 Any assignment or sub-licence granted to any third party (including Affiliates of the Licensee) in accordance with local practices in each Country in the TerritoryClause 10.1 shall be subject to, sub-license to entities that are operationally controlled by the Licensee and/or its affiliates and the Licensor’s consent for any such sub-licenses is hereby granted, subject to the Licensee’s compliance with the remainder of Section 8.3); (b) the appointment of any sub-licensee is be on terms which specifically afford to Licensor and conditions no less protection of its proprietary interests than that afforded by stringent than, the terms of this Agreement and which ensure that the scope of rights and licenses granted to sub- licensees does not exceed the scope of rights and licenses granted to Licensee under this Agreement; (c) all such sub-licenses shall include a term permitting Licensee, at Licensor’s option, a right to terminate or to assign the sub-license to Licensor, on termination conditions of this Agreement; and (d) Licensee must notify Licensor, promptly after Licensee becomes aware, of any action or failure to take any action by any Sub-Licensee where such act or omission would constitute a material breach of this Agreement if it were taken by, or were the responsibility of, Licensee. 8.4 Either party may grant to its financiers from time to time (or any security trustee on their behalf) Encumbrances over their rights under this agreement.

ASSIGNMENT AND SUB-LICENSING. 8.1 Licensor may freely 20.1 Licensee will not delegate or assign or otherwise transfer or deal with any or all of its rights or obligations under this Agreement without recourse to Licensee save that Licensor shall ensure that any purchaser of the Trade Marks or Domain Names shall as a condition of such purchase take an assignment or novation of this Agreement to the extent of the interests of Licensee and Licensee’s entitlement to the exercise of the rights and licenses granted under this Agreement shall not be adversely affected thereby. 8.2 Except as provided in Section 8.3, Licensee shall not assign, transfer, encumber or otherwise deal with or transfer any of its rights or obligations under this Agreement (other than to a Permitted Assignee), sub-license or sub-contract (other than to Permitted Sub-licensees) in the ordinary course of business in connection with the conduct of the Core Activities and Ancillary Activities by Licensee and at all times subject to Clause 20.2 below, or mortgage or charge (except in connection with the receipt of loans or other financing) any of the rights granted under this Agreement to any third party without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayedVEL. 8.3 20.2 The Licensee may shall grant any permitted sub-license any licences on terms identical to or all of the rights and licenses granted to it under no less onerous than those in this Agreement provided that: (save that the Licensee is not obliged to charge royalties under such sub-licences, and no further sub-licensing is permitted), subject to the following (which shall apply whether or not a written sub-licence is in place): (a) the Licensee will use all reasonable endeavours to ensure that any Permitted Sub-Licensee has agreed in writing to be bound by licensee complies with the terms of this Agreement, and Licensee obtains prior written consent from Licensor, which consent may not be unreasonably withheld or delayed (it being understood that the Licensee can, in accordance with local practices in each Country in the Territory, its sub-license to entities that are operationally controlled by the Licensee and/or its affiliates and the Licensor’s consent for any such sub-licenses is hereby granted, subject to the Licensee’s compliance with the remainder of Section 8.3); licence; (b) the appointment Licensee will be responsible for any acts and omissions of any sub-licensee as if the Licensee itself had performed those acts or made those omissions and will, subject to Clause 22.2, indemnify VEL in respect of all liability, costs, expenses, damages or losses of any nature whatsoever arising from the same; and (c) the sub-licence will (and states that it will) automatically and immediately terminate on termination or expiry of this Agreement, or in the case of a Permitted Sub-Licensee who is on terms which specifically afford an Affiliate, that Affiliate ceasing to Licensor no less protection be a Licensee Affiliate. 20.3 VEL will be entitled at any time and in each case without the need for consent of its proprietary interests than that afforded by the terms Licensee to assign the Marks and/or benefit and/or delegate the burden of this Agreement and which ensure that to any other company within the scope Virgin Group or otherwise sub-contract, mortgage, charge or otherwise transfer to any third party or hold on trust for any third party any or all of its rights and licenses granted to sub- licensees does not exceed the scope of rights and licenses granted to Licensee obligations under this Agreement; , provided that VEL shall remain responsible hereunder for performance of its obligations (ceven as performed by such Affiliates or third parties) all such sub-licenses and shall include a term permitting Licensee, at Licensor’s option, a right to terminate or to not assign the sub-license to Licensor, on termination of this Agreement; and (d) Licensee must notify Licensor, promptly after Licensee becomes aware, of any action or failure to take any action by any Sub-Licensee where such act or omission would constitute a material breach of Marks without assigning this Agreement if it were taken by, to such assignee or were assign this Agreement other than to the responsibility of, Licenseeassignee of the Marks. 8.4 Either party may grant to its financiers from time to time (or any security trustee on their behalf) Encumbrances over their rights under this agreement.