Conditions on Assignment Clause Samples
The "Conditions on Assignment" clause sets out specific requirements or restrictions that must be met before a party can transfer its rights or obligations under a contract to another party. Typically, this clause may require the original party to obtain written consent from the other contracting party before any assignment is valid, or it may limit assignments to certain circumstances, such as mergers or sales of business assets. Its core practical function is to protect the interests of the non-assigning party by ensuring they are not forced into a contractual relationship with an unknown or unsuitable third party, thereby maintaining control and stability within the contractual arrangement.
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Conditions on Assignment. For any assignment of this Agreement, (i) the assigning Party must provide the other Party with prompt written notice and a copy of the assignment, (ii) the assignee is deemed to assume automatically (but nonetheless must assume in writing) the assigning Party’s obligations under this Agreement in writing, and (iii) the covenants in Section 2.1 shall not apply to any other businesses of the successor or acquirer, even if they are merged with or into the businesses of the assignor. Subject to this Section 5.1, either Party may assign this Agreement in part: (x) with respect to one or more territories or jurisdictions, provided that, for administrative purposes, at all times, only one Person can be the Party to this Agreement in any one territory or jurisdiction or (y) to an Affiliate with respect to its businesses, if a Party sells, divests or spins off such Affiliate.
Conditions on Assignment. For any assignment of this Agreement, the assignee is deemed to assume automatically (but nonetheless must assume in writing) the assigning Party’s obligations under this Agreement in writing.
Conditions on Assignment. For any permitted assignment of this Agreement, the assignee is deemed to assume automatically (but nonetheless must assume in writing) the assigning Party’s obligations under this Agreement in writing. Licensor may not assign this Agreement, in whole or in part, without the prior written consent of Licensee in its sole discretion.
Conditions on Assignment. Any assignment by a Contractor Party shall be expressly conditioned upon the assignee providing to SOCAR a parent company guarantee similar to that referred to in Article 22.5.
Conditions on Assignment. Any transfer, sublease or assignment of this Agreement, any Lease, any other Operative Agreement or any interest in any Project or any portion of any Project (including any Permitted Assignment) shall be subject to each of the following conditions:
(a) No transfer, sublease or assignment of the Concessionaire’s interests shall occur except in connection with the assignment of all of the Concessionaire’s interests in the Projects and the Operative Agreements.
(b) No transfer, sublease or assignment shall be effective if, at the time made, there exists any Event of Default under this Agreement or any default under any other Operative Agreement.
(c) Any transfer, sublease or assignment granted by the Concessionaire shall be consistent with all of the terms and conditions of this Agreement, the Leases and the other Operative Agreements, and the rights of the transferee, sublessee or assignee shall terminate immediately upon the expiration or any earlier termination of such Operative Agreements, without any liability on the part of the BOR to the Concessionaire or any transferee, sublessee or assignee. Without limiting Section 12.4 below, under any transfer, sublease or assignment made, the transferee, sublessee or assignee shall be deemed to have assumed all of the obligations of the Concessionaire under this Agreement, the Leases and the other Operative Agreements.
(d) No transfer, sublease or assignment shall be effective unless the Concessionaire has furnished to the BOR, for its prior written consent, a copy of each transfer, sublease or assignment agreement it proposes to execute and all information required by the BOR concerning the proposed transferee, sublessee or assignee. The BOR may require the Concessionaire to delete, add, or change provisions in the transfer, sublease or assignment instrument as the BOR deems necessary to protect its interests. Consent or rejection of any changes required by the BOR shall be provided within thirty (30) Business Days of receipt of the proposed agreement.
(e) Any agreement of transfer, sublease or assignment must comply with the specific requirements, if any, for transfer, sublease or assignment in any of the Operative Agreements and expressly provide that: the transfer, sublease or assignment, as the case may be, is subject to all of the terms and conditions of the Operative Agreements; all rights of the transferee, sublessee or assignee shall terminate on the expiration or earlier termination of each of the Opera...
Conditions on Assignment. Any assignment by a Contractor Party shall be expressly conditioned upon the assignee providing to SOCAR an Ultimate Parent Company Guarantee similar to that referred to in Article 22.5. At the same time as SOCAR gives approval to a proposed assignment of a Participating Interest or part thereof or within ten (10) days following a deemed approval of a proposed assignment SOCAR shall deliver to the assignee an SCA Ultimate Parent Company Guarantee.
Conditions on Assignment. The Parties agree that, in the event that any Original Party or Assigning Party makes a permitted assignment or permitted transfer of its rights or licenses under this Agreement within the Field, or any Sub-Field, as applicable, pursuant to the terms and conditions of Sections 7.2 or 7.3, the benefit of (i) all applicable licenses granted to such assigning or transferring Original Party or Assigning Party under Section 2, and (ii) all applicable releases and covenants not to ▇▇▇ in favor of such assigning or transferring Original Party or Assigning Party under Sections 4.1, 4.2, 4.3, 4.5, 4.6, and/or 4.7 (as applicable), shall extend to such Original Party’s or Assigning Party’s permitted assignee or permitted transferee (for purposes of this Section and Sections 7.5 and 7.6, an “Assignee”), solely to the extent of the activities of such Assignee in the Field or applicable Sub-Field including, without limitation, any Products of the Original Party or Assigning Party, as applicable, that are within the Field or applicable Sub-Field and in existence at the time of the applicable assignment or transfer and any successor Products based upon and substantially utilizing the functional design of such Products (collectively, the “Assigned Products”); provided, however, that such licenses, releases and covenants not to ▇▇▇ shall not extend to any Products of such Assignee as of the date of such permitted assignment or permitted transfer (“Assignee Existing Products”), or to any subsequent Products of such Assignee that are substantially similar to the Assignee Existing Products in material aspects other than Assigned Products. Notwithstanding the foregoing, the Parties further agree that no such Assignee shall retain or be entitled to rely upon the benefit of the releases and covenants not to ▇▇▇ set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.6, and/or 4.7 (as applicable) if such Assignee initiates any infringement action within the Field, or Sub-Field as applicable, against any Original Party or Assigning Party (or any Affiliate or Assignee thereof) having any rights pursuant to this Agreement. Subject to the foregoing, it is understood that the releases and covenants not to ▇▇▇ set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.6, and 4.7 shall apply only to the Original Parties and the ▇▇▇▇ Releasees and BSC Releasees as expressly described in such Sections, and to Assignees of the Original Parties and Assigning Parties as expressly described in this Section 7.4, and do n...
Conditions on Assignment. 2.1.1 Subject to approval by the Government of the assignment which is the subject of this Agreement and in addition, subject to the fulfillment by the Assignee of its financial obligations referred to in article 5 hereafter, TOTAL GABON hereby assigns to CIE, the participating interest described in article 2.2 hereunder in the rights, interests, duties, privileges and obligations of the Contractor in the Main Contracts and the Block Diaba. The said assignment excludes:
(i) The benefit of the provisions of TOTAL GABON convention for establishment referred to in annex 3 of the PSA which are granted “intuitu personae” and are not transferable to third parties as per annex 3 of the PSA.
(ii) The rights and obligations of TOTAL GABON as Operator of the Petroleum Operations carried out on the Block Diaba pursuant to the Main Contracts.
2.1.2 As of the Effective Date of Assignment and subject to the provisions of article 2.1.1, the Assignee will be considered to be a member of the Contractor under the Main Contracts and shall duly perform its obligations, in particular its share of related financial obligations.