Assignments/Sub-contracting Sample Clauses

Assignments/Sub-contracting. Neither Party shall be permitted to assign or sub-license any of its rights under this Agreement without the prior written consent of the other; provided that Elan and Par may assign this Agreement to an Affiliate without such consent provided that such assignment has no adverse tax consequences for the other Party (which shall not include consequences of an administrative nature only) and provided further that such assigning Party is not relieved of its obligations hereunder. Elan shall also have the right to subcontract all or any portion of the manufacturing or packaging of one or more of the Product to one or more third parties. Each Party shall be responsible for the acts and/or omissions of its respective Affiliates and subcontractors.
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Assignments/Sub-contracting. Neither party shall be permitted to assign or sub-licence any of its rights under this Agreement without the prior written consent of the other; provided that ELAN and LIGAND may assign this Agreement to an AFFILIATE without such consent provided that such assignment has no adverse tax implications for the other party and provided further that such assigning party is not relieved of its obligations hereunder. Notwithstanding the foregoing, but subject to ELAN's right to terminate this Agreement in Clause 12.5.3, LIGAND may transfer or assign its rights under this Agreement without the prior written consent of ELAN to a person that acquires all or substantially all of the assets or capital stock of LIGAND, provided that such assignment has no adverse tax implications for ELAN under this Agreement (but not in connection with the transfer of Shares of Common Stock of LIGAND granted to ELAN pursuant to this Agreement or the Securities Purchase Agreement). ELAN shall also have the right to subcontract all or any portion of the manufacturing or packaging of the PRODUCT to one or more third parties. LIGAND shall also have the right to subcontract all or any of its obligation regarding development of the PRODUCT. Each party shall be responsible for the acts and/or omissions of its respective AFFILIATES and subcontractors.
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Assignments/Sub-contracting. This Agreement may not be assigned by COMPANY without the prior written consent of ELAN, such consent not being unreasonably withheld or delayed, save that COMPANY may assign this Agreement to its AFFILIATE or AFFILIATES without such consent provided that such assignment has no adverse tax implications for ELAN. ELAN may assign this Agreement to an AFFILIATE. ELAN shall also have the right to subcontract all or any portion of the PRODUCT to a third party with the prior written consent of COMPANY, such consent not being unreasonably withheld or delayed.
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Assignments/Sub-contracting. 19.1. You shall not assign or sub-contract this Agreement in whole or in part without the prior written approval of CITB. CITB reserves the right to approve or reject any proposed assignee or sub- contractor. 19.2. Any assignment or subcontract shall be on terms no worse than these and shall require: 19.2.1. payment by you no more than 30 days from receipt of a valid invoice; and 19.2.2. your prompt approval of each subcontractor invoice. A subcontractor must include in a sub- contract equivalent terms. 19.3. No assignment or subcontract removes an obligation or liability. You are liable for acts and omissions of assignees or subcontractors and their employees as if your own.
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Assignments/Sub-contracting. 16.2.1. This Agreement may not be assigned by either Party without the prior written consent of the other Party, save that either Party may assign this Agreement in whole or in part and delegate its duties hereunder to its AFFILIATE or AFFILIATES without such consent provided that such assignment or delegation has no material adverse tax implications for the other Party. Each party shall be responsible for the acts and/or omissions of its respective AFFILIATES. 16.2.2. MINIMED shall have the right to subcontract any portion of the manufacturing of the CONTINUOUS SYSTEM to a third party with the prior written consent of ELAN, which consent shall not be unreasonably withheld or delayed, save that in no event shall MINIMED be entitled to assign or subcontract any activities to a TECHNOLOGICAL COMPETITOR of ELAN. MINIMED shall be liable to ELAN for all acts and omissions of any permitted sub-contractor as though such acts and omissions were by MINIMED.
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Assignments/Sub-contracting. This Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except that a Party may without such consent assign this Agreement in whole or in part and delegate its duties hereunder to an Affiliate or a successor to all or substantially all of its business or assets whether by sale, merger, consolidation, acquisition, transfer, operation of law or otherwise; provided, that such assignment shall not relieve the assignor of any liability or obligation hereunder. Columbia shall also have the right to subcontract all or any portion of its obligations under this Agreement to a third party with the prior written consent of Ascend, which shall not be unreasonably withheld or delayed. Ascend hereby consents to those subcontractors of Columbia retained as of the date hereof.
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Assignments/Sub-contracting. Neither party shall be permitted to assign or sub-licence any of its rights or obligations under this Agreement without the prior written consent of the other; provided that:
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Assignments/Sub-contracting. This Agreement may not be assigned by MINIMED or ELAN without the prior written consent of the other party, save that either party may assign this Agreement in whole or in part and delegate its duties hereunder to its AFFILIATE or AFFILIATES without such consent provided that such assignment or delegation has no material adverse tax implications for the other party hereto. Each party shall be responsible for the acts and/or omissions of its respective AFFILIATES.
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Assignments/Sub-contracting. 14.1.1 Subject to Clause 14.1.2, this Agreement shall not be assigned by any Party hereto without the prior written consent of the other Party or Parties hereto, save that any Party: (i) may assign this Agreement in whole or in part and delegate its duties hereunder to its Affiliate or Affiliates without such consent; and (ii) may assign its rights and obligations to a successor (whether by merger, consolidation, reorganisation or other similar event) or purchaser of all or substantially all of its assets relating to such Party’s technology related to this Agreement, provided that such successor or purchaser has agreed in writing to assume all of such Party’s rights and obligations hereunder and a copy of such assumption is provided to the other Parties. 14.1.2 Elan (and/or any Affiliate) shall be entitled to assign the rights of Elan (or any Affiliate) to the royalty payments under Clause 4 and Clause 13 without the consent of any other Party hereto. Elan (and/or any Affiliate) shall notify the other Parties hereto of any such assignment within a reasonable time following any such assignment.
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Related to Assignments/Sub-contracting

  • ASSIGNMENT/SUB-CONTRACTING The Contractor agrees that he will not sell, assign or transfer this Agreement or any part thereof or interest therein without the prior written consent of the Owner.

  • SUB-CONTRACTING 31.1. The Authority approves the appointment of the sub-contractors specified in Schedule 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 31.2. The Contractor may not sub-contract its obligations under the Framework Agreement to other sub-contractors without the prior written consent of the Authority. Sub-contracting of any part of the Framework Agreement shall not relieve the Contractor of any obligation or duty attributable to the Contractor under the Framework Agreement. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 31.3. Where the Contractor enters into a sub-contract the Contractor must ensure that a provision is included which: 31.3.1. requires payment to be made of all sums due by the Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Authority has made payment to the Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Contractor, payment must be made to the sub-contractor without deduction; 31.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub- contractor to the Authority; 31.3.3. requires that all contracts with subcontractors and suppliers which the subcontractor intends to procure, and which the subcontractor has not before the date of this Framework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 31.3.4. is in the same terms as that set out in this clause 31.3 (including for the avoidance of doubt this clause 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Contractor and sub-contractor as the case may be. 31.4. The Contractor shall include in every sub-contract: 31.4.1 a right for the Contractor to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 42.4 occur; and 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 31.4.1 in any sub-contract which it awards. In this Clause 31.4, ‘sub-contract’ means any contract between two or more contractors, at any stage of remoteness from the Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performanace of) the whole or any part of this Framework Agreement. 31.5. Where requested by the Authority, copies of any sub-contract must be sent by the Contractor to the Authority as soon as reasonably practicable. 31.6. Where the Contractor proposes to enter into a sub-contract it must: 31.6.1 advertise its intention to do so in at least one trade journal, and the Public Contracts Scotland Portal; and 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

  • ASSIGNMENT AND SUB-CONTRACTING The benefit and burden of this Contract may not be assigned or sub-contracted in whole or in part by the Contractor without the prior written consent of the Department. Such consent may be given subject to any conditions which the Department considers necessary. The Department may withdraw its consent to any sub-contractor where it no longer has reasonable grounds to approve of the sub-contractor or the sub-contracting arrangement and where these grounds have been presented in writing to the Contractor.

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • ASSIGNMENTS AND SUBCONTRACTING Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.