Assignment by Xxxxxx Xxxxx Sample Clauses

Assignment by Xxxxxx Xxxxx. XXXXXX XXXXX may, without NOVACEA’s consent, assign this Agreement to an Affiliate or to a Third Party in the following circumstances:
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Assignment by Xxxxxx Xxxxx. The utility shall have the right to assign this Agreement in whole upon written notification to the Member.
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Assignment by Xxxxxx Xxxxx. 11 8.3. Assignment by Novacea. 11 8.4. Definition. 12 8.5. Consequences of Assignment. 12 Article 9 – TERM AND TERMINATION 12 9.1. Term – Renewal. 12 9.2. Termination for Cause. 12 9.3. Consequences of Termination – Surviving Obligations. 14 9.4. Exercise of Right to Terminate – Damages. 15 Article 10 – REPRESENTATIONS – WARRANTIES AND COVENANTS 15 10.1. Representations and Warranties of Xxxxxx Xxxxx. 15 10.2. Representations and Warranties of Novacea. 16 10.3. Limitations. 16 10.4. Disclaimer. 17 Article 11 – INDEMNIFICATION 17 Article 12 – NOTICES 17 Article 13 – APPLICABLE LAW – ARBITRATION 18 13.1. Applicable Law. 18 13.2. Dispute Resolution. 18 13.3. Arbitration; Jurisdiction. 19 13.4. Injunctive Relief. 19 Article 14 – MISCELLANEOUS 19 14.1. Entire Agreement; Modification; Counterparts. 19 14.2. Relationship Between the Parties. 20 14.3. Non-Waiver. 20 14.4. No Third Party Beneficiaries. 20 14.5. Successors and Assigns. 20 14.6. Severability. 20 14.7. Force Majeure. 21 14.8. Interpretations. 21 14.9. Expenses. 22 Article 15 – ELECTION OF DOMICILE 22 ii SCHEDULES Schedule 1. Definitions — Schedule 5.3. Format for Trademark Royalty Report — Schedule 10.1.5. Trademark Filings/Registrations — TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”) is executed on July 19, 2005 (the “Effective Date”) by and between XXXXXX XXXXX MEDICAMENT S.A., a corporation organized under the laws of France with headquarters at 00, xxxxx Xxxx-Xxxxx, 92100 BOULOGNE, FRANCE (“XXXXXX XXXXX”), and NOVACEA, INC., a Delaware corporation with a principal place of business at 000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, XXXXX XXX XXXXXXXXX, Xxxxxxxxxx 00000, X.X.X. (“NOVACEA”).
Sample 1

Related to Assignment by Xxxxxx Xxxxx

  • Assignments by Xxxxxxx Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

  • Assignment by Owner 51 Section 12.11

  • Assignment by Assignor Effective as of the Closing, Assignor hereby transfers and assigns to Assignee the Intangible Property and the Permits and Entitlements.

  • Reimbursement by Xxxxxxx To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

  • Assignment by Company The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term "Company" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.

  • Assignment by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Members No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.

  • ASSIGNMENT BY LESSOR The terms and conditions of each Schedule have been fixed by Lessor in order to permit Lessor to sell and/or assign or transfer its interest or grant a security interest in each Schedule and/or the Equipment to a Secured Party or Assignee. In that event, the term Lessor will mean the Assignee and any Secured Party. However, any assignment, sale, or other transfer by Lessor will not relieve Lessor of its obligations to Lessee and will not materially change Lessee's duties or materially increase the burdens or risks imposed on Lessee. The Lessee consents to and will acknowledge such assignments in a written notice given to Lessee. Lessee also agrees that:

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