Assignments and Transfers. Neither Party may assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer its rights or obligations under this agreement (including the Transactions governed by these terms) or any interest therein without the prior written consent of the other Party, and any purported assignment, charge or transfer in violation of this Clause shall be void.
Assignments and Transfers. No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.
Assignments and Transfers. This Agreement and the terms and the conditions hereof shall be freely assignable and shall be binding upon and extend to the successors, heirs, and assigns of the parties; provided, however, that: (a) no transfer, assignment, royalty or other monies payable or the rights hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of the parties; and (b) no assignment or transfer by Owner or Lessee shall be effective until Lessee or Owner has received written notice of such assignment or transfer. Upon an assignment or transfer, the assigning party and its assignee shall give written notice of such assignment to the non-assigning party, specifying therein the name(s) and address(s) (for notices and payments) of the assignee and the rights, titles and interests assigned. Following an assignment or transfer by Owner or Lessee, the assignee or transferee shall be deemed to be included in the term “Owner” or “Lessee” for all purposes of this Agreement.
Assignments and Transfers. This Contract and any right, title or interest in, to or under this Contract (including, without limitation, any right to receive payments) may not be assigned, sold or otherwise transferred except upon prior mutual written consent of the Owner and the Insurance Company. Assignments, Collateral Assignments, sales or other transfers by the Owner (a) may be made only to U.S. Persons (as defined in Section 7701(a)(30) of the Code), (b) will be effective only after they are recorded on the book entry system maintained by the Insurance Company within the meaning of United States Treasury Regulation Section 1.871-14(c)(1)(i), (c) must be registered or fall within an available exemption from registration of this Contract as a security under the Securities Act and must be conducted in accordance therewith, and (d) will only be effective and recorded in the Insurance Company’s book entry system after the Insurance Company receives from the proposed owner or assignee such certificates, documentation and opinions as the Insurance Company may reasonably request; provided, however, that for purposes of a Collateral Assignment by the Trust to the Indenture Trustee, such certificates, documentation and opinions shall be limited to (i) the Assignment and (ii) if requested by the Insurance Company, a completed and duly executed IRS Form W-9 or such other IRS forms as the Insurance Company, upon the advice of its counsel, is required to obtain from the Indenture Trustee. In addition to the foregoing, the Indenture Trustee must agree to provide to the Insurance Company as of the date of the Assignment, or within ten (10) Business Days following such date, complete written wire transfer instructions for the account to which the Contract Payments are to be delivered and appropriate contact information for the delivery of notices or other information to and for contacting the Indenture Trustee.
Assignments and Transfers. (a) Each Bank may at any time assign, transfer or participate (including by way of novation) any of its rights and obligations under the Transaction Documents to another bank or financial institution; provided that, with respect to any assignment (but not, for the avoidance of doubt, in the case of any participation, for which neither notice to, nor the consent of, any party shall be required), such Bank shall notify the Administrative Agent and the Company in writing at least fifteen days prior to such assignment and (x) obtain the Administrative Agent’s written consent thereto, which consent shall not be unreasonably withheld or delayed, and (y) obtain the Company’s written consent thereto, which consent shall not be unreasonably withheld or delayed, and shall not be required at any time a Termination Event has occurred and is continuing and has not otherwise been waived or cured. So long as no Termination Event has occurred and is continuing and has not otherwise been waived or cured, if the Company so elects, the Company shall have fifteen days from the date of such notice to repurchase any outstanding Purchased Receivables from an assigning Bank at the Purchase Price as set forth in Section 21.1 with respect to any amounts outstanding from each Debtor in relation to each Purchased Receivable, plus any other amounts outstanding from the Company to such Bank under this Agreement, including breakage costs under Section 7.4. The parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, together with all forms, certificates or other evidence each assignee is required to provide pursuant to Section 7.2.5 and a processing and recordation fee of $5,000. (b) Notwithstanding anything herein to the contrary, in the event that the Company shall purchase any Bank’s rights and obligations under the Transaction Documents in accordance with Section 19.1(a), the Company shall have no right whatsoever so long as it holds such Bank’s rights and obligations:
Assignments and Transfers. No Party may:
Assignments and Transfers. The rights and interests of Key Employee under this Award Agreement may not be assigned, encumbered or transferred.
Assignments and Transfers. This Agreement and all of the ------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement, the shares of Series A Preferred Stock and Common Stock being purchased hereunder by EIS, the Note, and the shares of Common Stock underlying the Series A Preferred Stock and the Note may be transferred by EIS to its affiliates and subsidiaries, as well as any special purpose financing or similar vehicle established by EIS, provided, however, that EIS shall remain liable for its obligations hereunder after any such assignment. Other than as set forth above, no party shall transfer or assign this Agreement, the shares of Series A Preferred Stock and Common Stock being purchased hereunder by EIS, the Note, and the shares of Common Stock underlying the Series A Preferred Stock and the Note, or any interest therein, without the prior written consent of the other party.
Assignments and Transfers. Each subsequent Owner shall execute the ASSIGNMENT OF MODULE WARRANTY AND RECLAMATION AGREEMENT (PD-5-104) specified by First Solar, agreeing to be bound by the provisions of this Agreement to the same extent as the initial Owner. The benefits and obligations under this Agreement will, to the extent permitted by applicable law, transfer automatically to any subsequent Owner upon transfer of the Ownership of the Modules, and will in any event transfer upon execution and delivery of the assignment agreement. If First Solar transfers substantially all of its assets, voluntarily or involuntarily, the liabilities and obligations imposed under the Program shall, to the extent permitted by applicable law, automatically transfer to the transferee, and upon the transferee’s written assumption of such liabilities, First Solar shall have no further liability or obligation under the Program.
Assignments and Transfers. No transfer or assignment shall be effective without the prior written consent of both the Company and the Distributor, except with respect to transfers pursuant to Rule 2a-6 under the Investment Company Act. All agreements that result from any assignment or transfer affecting New Jersey are subject to the approval of the New Jersey Department of Insurance. Additional regulatory approvals may also be required.