Assignment, Enforcement Sample Clauses

Assignment, Enforcement. This Agreement will inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns, but will not be assigned by any party, except to a wholly-owned subsidiary or to a party acquiring substantially all of its business and assuming all of its obligations and liabilities, except with the written consent of the other party. In the event of any assignment, the transferor or assignor will remain obligated to perform its own obligations and, in addition, will be jointly and severally liable for the proper performance of the obligations of the transferee or assignee pursuant to this Agreement. XYZCO expressly agrees that in the event a Registered Lead decides to invest in XYZCO, it will insure in its negotiations with the Lead that SHG is paid the fees due under Section 3 of this Agreement.
AutoNDA by SimpleDocs
Assignment, Enforcement. This Agreement can be assigned only by 360 Insurance (or its successor or assign), and is freely assignable by 360 Insurance or such other entity. This includes but is not limited to the right of 360 Insurance (or any of its successors and assigns) to assign this Agreement or any of its rights thereunder to any corporation, entity or business owned or controlled by 360 Insurance, or to any other person, business, entity or corporation.
Assignment, Enforcement. Customer may not assign, delegate or otherwise transfer the Software, this Sublicense Agreement or any of its rights or obligations without Aumtech’s and Distributor’s prior approval. Any assignment, delegation or transfer which violates the foregoing will be void. If Distributor ceases to be Aumtech’s Authorized Distributor for any reason, then Distributor’s rights against Customer may be assigned to Aumtech or its designee. Customer hereby consents to any such assignment and, at Aumtech’s, request, will execute any instrument which may be required to perfect the assignment. The provisions of this Sublicense Agreement are intended to inure to the benefit of Aumtech. Aumtech has the right to enforce these provisions directly against the Customer whether in Aumtech’s or Distributor’s name.
Assignment, Enforcement. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. The rights and obligations of any party to this Agreement may only be assigned with the prior written consent of Eagle, the Big Muddy Representative and Escrow Agent, which consent may not be unreasonably withheld.
Assignment, Enforcement. Customer may not assign, delegate or otherwise transfer the Software, this Supplier’s End User License Agreement or any of its rights or obligations without Supplier’s prior approval. Any assignment, delegation or transfer which violates the foregoing will be void. The provisions of this Sublicense Agreement are intended to enure to the benefit of Supplier and its licenser. Supplier or its licensor has the right to enforce these provisions directly against Customer, whether in Supplier’s or Representative ‘s name, and Supplier accepts this right.
Assignment, Enforcement. Preferred Provider will pass through to or assign to Company the original warranties of Subcontractors, to the extent permitted. Preferred Provider will provide to Company copies of any such warranties. For Subcontractor warranties that Preferred Provider cannot pass through or assign, Preferred Provider will enforce such warranties on Company’s behalf.

Related to Assignment, Enforcement

  • Patent Enforcement (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an “infringement”) by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement.

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • Governing Law; Enforcement The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Authorization and Enforcement The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board or the Company’s stockholders in connection herewith other than in connection with the Required Approvals. This Agreement has been duly executed and delivered by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

  • Construction and Enforcement This Agreement shall be construed in accordance with the laws of the State of Florida, without and application of the principles of conflicts of laws. If it becomes necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, and such legal action results in a final judgment in favor of such party ("Prevailing Party"), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorney's fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder. Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in St. Lucie County in the State of Florida. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in St. Lucie County, Florida, and hereby further irrevocably waive any claim that any suit, action or proceeding brought in St. Lucie County, Florida, has been brought in an inconvenient forum.

  • Cost of Enforcement In the event (a) that the Mortgage is foreclosed in whole or in part, (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, or (c) Lender exercises any of its other remedies under this Agreement or any of the other Loan Documents, Borrower shall be chargeable with and agrees to pay all costs of collection and defense, including attorneys’ fees and costs, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

  • Exclusive Enforcement Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Second Priority Secured Party, but subject to the provisos set forth in Sections 3.2 and 5.1. Upon the occurrence and during the continuance of a default or an event of default under the First Priority Documents, the First Priority Representative and the other First Priority Secured Parties may take and continue any Enforcement Action with respect to the First Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion.

  • Rights of Enforcement The Agent shall have all of the rights and remedies of a secured party upon default under the UCC, in addition to which the Agent shall have all and each of the following rights and remedies:

  • Judicial Enforcement If any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provisions in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that this Section is reasonable in view of the parties’ respective interests.

  • Authorization; Enforcement The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Time is Money Join Law Insider Premium to draft better contracts faster.