Assignment of Agreement and Product Orders Sample Clauses

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and
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Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Des...
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Related to Assignment of Agreement and Product Orders

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement:

  • Assignment Amendments Waiver and Contract Complete 8.1 The Contractor may neither assign nor transfer any rights or obligations under this Agreement without the prior consent of the Authority and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Agreement, or their successors in office. Any attempted assignment without said consent shall be void and of no effect. The Authority may assign or otherwise transfer or dispose of all or a portion of this Agreement in its sole discretion and without the consent of the Contractor. The Contractor shall execute all consents reasonably required to facilitate such assignment or other transfer.

  • Non-Assignment of Agreement The Grantee may not assign, sublicense or otherwise transfer its rights, duties or obligations under this Agreement without the prior written consent of the Division, which shall not unreasonably be withheld. The agreement transferee must demonstrate compliance with the requirements of the project. If the Division approves a transfer of the Grantee’s obligations, the Grantee shall remain liable for all work performed and all expenses incurred in connection with this Agreement. In the event the Legislature transfers the rights, duties and obligations of the Division to another governmental entity, pursuant to Section 20.06, Florida Statutes or otherwise, the rights, duties and obligations under this Agreement shall be transferred to the succeeding governmental agency as if it was the original party to this Agreement.

  • PROCUREMENT OF AGREEMENT CONSULTANT represents and warrants that no person or selling agent has been employed or retained by CONSULTANT to solicit or secure this Agreement upon an agreement or upon an understanding for a commission, percentage, a brokerage fee, contingent fee or any other compensation. CONSULTANT further represents and warrants that no payment, gift or thing of value has been made, given or promised to obtain this or any other agreement between the parties. CONSULTANT makes such representations and warranties to induce the COUNTY to enter into this Agreement and the COUNTY relies upon such representations and warranties in the execution hereof. For a breach or violation of such representations or warranties, the COUNTY shall have the right to annul this Agreement without liability, entitling the COUNTY to recover all monies paid hereunder and CONSULTANT shall not make claim for or be entitled to recover, any sum or sums otherwise due under this Agreement. This remedy, if effected, shall not constitute the sole remedy afforded the COUNTY for such falsity or breach, not shall it constitute a waiver of the COUNTY’s right to claim damages or otherwise refuse payment or to take any other action provided for by law or pursuant to this Agreement.

  • ASSIGNMENT AND SUB-CONTRACTING 19.1 The Contractor shall not assign or sub-contract any obligations under the Contract without the prior consent of the Authority, which shall not be unreasonably withheld or delayed. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties.

  • Intent of Agreement 3.1 Execution of this Agreement is a representation that the Contractor has carefully examined the Contract Documents and the site, and represents that the Contractor shall become familiar with the nature and location of each Project, the Worksite, the specific conditions under which the Services are to be performed, and all matters which may in any way affect the Work or its performance. The Contractor further represents that, as a result of such examinations and investigations, the Contractor thoroughly understands the Contract Documents and their intent and purpose, and is familiar with all applicable codes, ordinances, laws, regulations and rules as they apply to the Work, and that the Contractor will abide by same. Claims for additional time or additional compensation as a result of the Contractor’s failure to follow the foregoing procedure and to familiarize itself with all local conditions and the Contract Documents will not be permitted.

  • TIPS Sales and Supplemental Agreements If awarded, when making a sale under this awarded contract, the terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, defects, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, AIA Contract, Invoice, etc.) (“Supplemental Agreement” as used herein) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement. The Supplemental Agreement shall dictate the scope of services, the project delivery expectations, the scheduling of projects and milestones, the support requirements, and all other terms applicable to the specific sale(s) between the Vendor and the TIPS Member.

  • Statement of Agreement The parties hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:

  • LETTER OF AGREEMENT ARTICLE 26

  • Letter of Agreement re MULTIPLE ASSIGNMENT The following are the jobs to which an employee may receive a multiple assignment as of August 1, 1996: Multiple Assignment Job A No. 14 Tractor Operator Hi Lift X.X. 9 No. 24 Utility Man - Service X.X. 5 It is understood that if the Company cancels any multiple assignments because of the conditions under which they were established being changed or discontinued, or by mutual agreement under the provisions of 6.26 of the Basic Agreement, new multiple assignments may be substituted, provided that there is prior discussion with the Union and provided further that such new multiple assignments are established consistent with and conforming to the principles on which the above multiple assignments were based. However, it is understood that the number of multiple assignments in effect at any one (1) time shall not exceed five (5) without the consent of the Union. The above confirms our agreement regarding multiple assignments.

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