Assignment; Transfer Restrictions Sample Clauses
The Assignment; Transfer Restrictions clause defines the rules and limitations regarding a party’s ability to transfer or assign its rights and obligations under the agreement to another party. Typically, this clause requires one party to obtain the other party’s written consent before assigning the contract, or it may prohibit assignment altogether except in specific circumstances, such as a merger or sale of substantially all assets. Its core function is to ensure that contractual relationships remain stable and that parties cannot unilaterally shift their responsibilities or benefits to third parties without mutual agreement, thereby protecting both parties from unwanted or unexpected changes in their contractual counterparties.
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Assignment; Transfer Restrictions. (a) The Seller shall not sell, assign or otherwise transfer, including by asset sale, merger, change of control, operation of law, or otherwise, this Agreement or any portion of the Seller’s rights, title or interest in or to any Product Rights to any Person without the prior written consent of the Buyer except (i) to an Affiliate or (ii) to a Third Party in connection with a Change of Control; provided, in the case of each of clause (i) and (ii), that such Affiliate or Third Party (A) agrees in a writing reasonably acceptable to the Buyer that (1) such Affiliate or Third Party (as applicable) assumes all of the obligations of the Seller to the Buyer under this Agreement and (2) the Seller, in the case of a transfer to an Affiliate, guarantees the performance thereof by such Affiliate and (B) prior to or concurrent with any such sale, assignment or transfer, takes all actions required (or reasonably requested by the Buyer after being given a reasonable time to make such a request after written notice of such prospective sale, assignment or transfer) to (1) create, continue, maintain and protect the Buyer’s perfected Back-Up Security Interest and Lien (with the priority (and, as applicable, for the duration) contemplated by this Agreement) in the Collateral and (2) maintain, continue and protect the purchase and sale of the Revenue Participation Right contemplated by this Agreement. For the avoidance of doubt, nothing in this Section 11.3 shall prohibit (A) any Lien (x) permitted in accordance with Section 7.13(a) or (y) incurred pursuant to an Out-License consented to by the Buyer in accordance with Section 7.7 or (B) any abandonment of Patent Rights not prohibited under any other sections of this Agreement. In connection with any Out-License permitted under Section 7.7 or other licenses not otherwise prohibited by this Agreement, upon request of the Seller or the applicable licensee, Buyer shall enter into a customary non-disturbance agreement with the relevant licensee.
(b) The Buyer may assign this Agreement without the prior written consent of the Seller (it being understood that Buyer shall remain liable for its or its assignee’s obligations under this Agreement, [***]; [***].
(c) A party assigning this Agreement as set forth in this Section 11.3 will promptly notify the other party of such assignment.
(d) Any purported sale, assignment or transfer in violation of this Section 11.3 shall be null and void.
(e) This Agreement shall be binding upon, inur...
Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof.
(b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio.
(c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement.
(d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, a...
Assignment; Transfer Restrictions. The Customer may not transfer or assign all or any part of its interest under an Agreement, or delegate any duties, burdens, or obligations arising thereunder. A transfer or assignment by Customer in violation of this Clause 13.2 shall constitute a material breach of the Agreement and shall be null and void from its inception. AlgoSpan may assign, transfer or sub‐contract any of its rights or obligations set out in an Agreement, in whole or in part, to any Affiliate or Sub‐ contractor, without the consent of the Customer. Nothing contained in an Agreement shall preclude the Customer from leasing or providing any capacity or other services derived from a Service to third parties provided the Customer obtains AlgoSpan’s prior written consent and that any use of such Services shall be subject to terms and conditions of such Agreement.
Assignment; Transfer Restrictions. Notwithstanding anything herein to the contrary, (a) any Plan Support Party may transfer Holdings to an entity that is acting in its capacity as a Qualified Marketmaker (as defined below) without the requirement that the Qualified Marketmaker be or become a Plan Support Party; provided that (i) the Qualified Marketmaker subsequently transfers the right, title or interest in such Holdings to a transferee that is or becomes a Plan Support Party as provided above and (ii) such Plan Support Party shall be solely responsible for the Qualified Marketmaker’s failure to comply with the requirements of Section 8.1 hereof; and (b) to the extent any Plan Support Party is acting in its capacity as a Qualified Marketmaker, it may transfer any Holdings that it acquires from a holder of such Holdings that is not a Plan Support Party without the requirement that the transferee be or become a Plan Support Party.
Assignment; Transfer Restrictions