Assignments Prohibited; Successors and Assigns. No Person shall assign, suffer, or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of Clinigence. Clinigence shall not assign, or suffer or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of iGambit, except that no such prior written consent shall be required for any assignment or deemed assignment in connection with (a) any sale or transfer for value of all or substantially all of the assets or business of Clinigence (whether by sale of assets, sale of equity, merger, recapitalization, reorganization or similar transaction), (b) any change in the jurisdiction in which Clinigence is organized or incorporated or (c) in connection with any bona fide initial public offering of Clinigence. Any purported assignment or other disposition, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Assignments Prohibited; Successors and Assigns. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Assignments Prohibited; Successors and Assigns. Seller shall not assign, or suffer or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of Buyer. Any purported assignment or other disposition by Seller, except as permitted herein, shall be null and void. Buyer may assign all or any portion of this Agreement without Seller’s prior written consent.
Assignments Prohibited; Successors and Assigns. Seller shall not assign, or suffer or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of Buyer in its sole discretion; provided, however, that Seller may (i) effect a reorganization solely to change its corporate form from a corporation to a limited liability company or (ii) with Buyer’s prior written consent (which consent shall not be withheld unreasonably) assign this Agreement to a successor-in-interest that fully assumes all rights and obligations under this Agreement. Any purported assignment or other disposition by Seller, except as permitted herein, shall be null and void. Buyer may assign all or any portion of this Agreement without Seller’s prior written consent to an assignee that fully assumes all rights and obligations under this Agreement.
Assignments Prohibited; Successors and Assigns. Sellers shall not assign, or suffer or permit an assignment (by operation of law or otherwise) of, their rights or obligations under or interest in this Agreement without the prior written consent of Buyer. Any purported assignment or other disposition by Sellers, except as permitted herein, shall be null and void. For purposes of this section, the terms “assign” and “assignment” shall be deemed to include (i) a merger in which a party hereto is not the surviving entity, (ii) a consolidation or division of a party hereto, (iii) a sale of all or substantially all of the assets of a party hereto, or (iv) a change of control resulting from a sale or repurchase of shares or similar transaction involving a party hereto. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Assignments Prohibited; Successors and Assigns. None of the Seller or the BabyCare Companies shall assign, or permit an assignment (by operation of Law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of the Buyer. Any purported assignment or other disposition by any of the Seller or the BabyCare Companies, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Assignments Prohibited; Successors and Assigns. No party shall assign, or suffer or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of the other parties. Any purported assignment or other disposition by a party, except as permitted herein, shall be null and void. In the event of a breach of this provision, the non-breaching party shall have the option, in addition to any other remedy available at law or in equity, to terminate this Agreement at any time subsequent to such breach. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Assignments Prohibited; Successors and Assigns. Prior to the Closing, neither party may assign or transfer this Agreement in whole or in part without the prior written consent of the other party. After the Closing, Purchaser may, subject to the provisions of this Agreement (including without limitation the provisions set forth in Section 7.3), upon written notice to Seller, assign or transfer this Agreement in whole or part provided that such assignee, transferee or successor agrees in writing to be bound by the terms of this Agreement (including without limitation the provisions of Section 7.3 of this Agreement). [***] provided that (x) such assignee, transferee or successor shall have a net assets (measured as of the closing date of such transaction) equal to or greater than Seller’s net assets (measured as of the Closing Date hereunder, after taking into account the sale of the Purchased Assets and Assumed Liabilities hereunder), and (y) such assignee, transferee or successor agrees in writing to be bound by the terms of this Agreement (including without limitation the provisions set forth in Section 7.1 through 7.3 of this Agreement). After the Restricted Period, Seller may, subject to the provisions of this Agreement (including without limitation the provisions set forth in Section 7.3), upon written notice to Purchaser, assign or transfer this Agreement in whole or part provided that such assignee, transferee or successor agrees in writing to be bound by the terms of this Agreement (including without limitation the provisions of Section 7.1 through 7.3 of this Agreement). Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Assignments Prohibited; Successors and Assigns. Buyer may not assign, or suffer or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of Seller; except that Buyer may assign or transfer this Agreement without consent to an Authorized Sublicensee (as defined in the License Agreement); provided that Buyer provides written notice to Seller within ten (10) days of the assignment or transfer, identifying the Authorized Sublicensee and providing a certification of compliance with export control if applicable. Any purported assignment or other disposition by Buyer, except as permitted herein, shall be null and void. Prior to Closing, Seller may not assign, or suffer or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of Buyer; except that Seller may assign or transfer this Agreement without consent in the event of a Change of Control (as defined in the License Agreement). Subsequent to Closing, Seller may assign or transfer this Agreement in its sole discretion. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Assignments Prohibited; Successors and Assigns. 36 11.6 COUNTERPARTS.........................................37 11.7 SEVERABILITY.........................................37
