Authorization; Assignment Clause Samples

The "Authorization; Assignment" clause defines the rules regarding a party's ability to delegate its rights or obligations under the agreement to another entity. Typically, this clause specifies whether prior written consent is required before a party can assign its interests, and may outline exceptions such as assignments to affiliates or in connection with a merger or sale of assets. Its core function is to maintain control over who is involved in the contract, thereby protecting the parties from unwanted or unapproved transfers of responsibilities or benefits.
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Authorization; Assignment. This Agreement has been duly authorized and executed by Seller and Red Iron and shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns, subject to the limitations of this Section. Neither party may assign this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld), unless such assignment is to a successor-in-interest to the assigning party.
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Authorization; Assignment. An assignment to ECI of all right, title and interest of JACOR in and to the Authorizations relating to the Kansas City Stations.
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Authorization; Assignment. An assignment to ARS of all right, title and interest of ECI in and to the KLOU Authorizations.
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Authorization; Assignment. The Borrower expressly recognizes and accepts that Axis Bank Ltd shall, without prejudice to its right to perform such activities itself or through its officers or employees, be entitled and have full power and authority to appoint one or more third parties as Axis Bank Ltd may select or otherwise assign and to delegate to such third party all or any of its functions, rights and powers under this Agreement relating to administration of any Loan including the right and authority to collect and receive on behalf of Axis Bank Ltd from the Borrower any payments and other amounts due by the Borrower under any and all Agreements signed in this regard and to perform and execute all lawful acts, deeds, matters and things connected therewith and incidental thereto including sending notices, attending the residence or office of the Borrower or otherwise contacting the Borrower. The Borrower and the Guarantors further explicitly recognize that Axis Bank Ltd shall have the option to assign this Agreement to any other person by way of sale of portfolio or otherwise, and approve and authorize such transactions, without the requirement for prior or further intimation to or approval from the Borrower.
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Authorization; Assignment. Each Party represents that it has the full power and authority to enter into the Agreement and to convey the rights herein conveyed. Each Party further represents that entering into the Agreement will not constitute a breach of any binding document or agreement. In addition, each of Licensee and Licensor represents that it is acting on its own behalf, and not as an agent for or on behalf of any third party, in entering into the Agreement, and further agrees that it may not assign its rights or obligations under the Agreement otherwise than as provided under the Agreement, without the prior written consent of the other Party, except that either will be entitled and is authorized to (provided not to a competitor of Licensor) assign, transfer or otherwise dispose of from time to time: (a) all its rights and obligations in the event of (i) a merger (in which Licensor is not the surviving entity) or (ii) sale of all or substantially all of its shares or the assets of Licensor, (b) any or all of its rights and obligations to a wholly-owned subsidiary of Licensor or (c) any or all of its rights to payments hereunder, and Licensee will follow the reasonable instructions of Licensor with respect to payment and performance of the rights assigned to any such assignees or transferees. Any assignment or transfer of the Agreement made in contravention of the terms hereof shall be null and void. Subject to the foregoing, the Agreement shall be binding on and inure to the benefit of the Parties’ respective successors and permitted assigns.
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Authorization; Assignment. 59 8.3.3 POSSESSION................................... 59 8.3.4
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Related to Authorization; Assignment

  • Non-Assignment PROVIDER shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of A&M System.

  • Delegation; Assignment PFPC Trust may assign its rights and delegate its duties hereunder to any affiliate of PFPC Trust or of The PNC Financial Services Group, Inc., provided that PFPC Trust gives the Fund 30 days' prior written notice of such assignment or delegation.

  • Authorization; No Conflict (a) The Company has full limited liability company power and, upon receipt of the Company Equity Holders’ Approval, authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ Approval. This Agreement has been duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

  • Modification; Assignment No amendment or other modification, rescission, release, or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.