Contracts/Assignments Clause Samples

The Contracts/Assignments clause governs the ability of one party to transfer its rights or obligations under the contract to another party. Typically, this clause specifies whether assignments are permitted, require prior written consent, or are restricted altogether, and may outline exceptions such as assignments in connection with a merger or sale of business assets. Its core function is to maintain control over who is bound by or benefits from the contract, thereby preventing unwanted or unapproved third parties from becoming involved and ensuring that all parties are aware of and agree to any changes in contractual relationships.
Contracts/Assignments. The lists of contracts and agreements identified on Schedules 1(c), (d) and (e) are complete and accurate lists of all contracts and agreements between Seller and any other person related to the Seller’s Drilling Business. Each of the contracts and agreements described or referred to in Schedules 1(c), (d) and 1(e) are valid and binding obligations of Seller and the other party or parties thereto. None of the parties to any of such contracts or agreements has terminated, canceled, or modified any of such contracts or agreements or given notice that it intends to do so and, to the best of Seller’s and Shareholder’s knowledge, neither Seller nor any other party is in default thereunder or will be with the giving of notice, the passage of time or both. During the Review Period (as defined in Section 7(a)), Seller agrees that it will not, without the written consent of the Purchaser, modify any of the contracts which Purchaser is to assume at Closing or otherwise perform after Closing. Each of the contracts and agreements identified on Schedules 1(c), (d) and (e) may be freely assigned by Seller to Purchaser without the requirement of any consent or approval, except as set forth in Schedule 5(g). True and complete copies of the contracts and agreements identified on Schedules 1(c), (d) and (e) have been provided to Purchaser and true and complete copies of any Drilling Contracts entered into after the Effective Date will be provided to Purchaser when such Drilling Contracts are executed by Seller. To the extent that performance by Seller of any Drilling Contract has commenced, Seller is performing such Drilling Contract in material compliance with its terms and there are no defaults thereunder or which would exist with the passage of time, the giving of notice or both and, to the best of Seller’s knowledge, there are no material adverse circumstances which exist or that the Seller has reason to believe will exist, which relate to the performance thereof, the completion of such Drilling Contract in accordance with its terms, and the receipt of payment for the performance thereof.
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Contracts/Assignments. The list of contracts and agreements identified on Schedules 1(b), 1(d) and 1(e) is a complete and accurate list of all contracts and agreements between Seller and any other person or related to the Drilling Business, which are being assumed by Purchaser, unless otherwise rejected in accordance with this Agreement. Each of the Rig Lease, Contracts and Commitments and Ancillary Agreements described or referred to in Schedules 1(b), 1(d) and 1(e) are valid and binding obligations of Seller and the party or parties thereto. None of the parties to any of such contracts or agreements has terminated, cancelled, or substantially modified any of such contracts or agreements and neither Seller nor any other party is in default thereunder. Each of the Rig Lease, Contracts and Commitments and Ancillary Agreements may be freely assigned by Seller to Purchaser without the requirement of any consent or approval, except as set forth in Schedule 6(g).
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Contracts/Assignments. Other than those agreements set forth on Schedule 6(g), the lists of contracts and agreements identified on Schedules 1 (b), (c) and (d) are complete and accurate lists of all contracts and agreements between Seller and any other person related to the Drilling Business. Each of the Drilling Contracts and Ancillary Agreements described or referred to in Schedules 1(c) and 1(d) are valid and binding obligations of Seller and, to the knowledge of Seller, the party or parties thereto. None of the parties to any of such contracts or agreements has terminated, canceled, or modified any of such contracts or agreements and neither Seller nor, to the knowledge of Seller, any other party is in default thereunder. Each of the Drilling Contracts and Ancillary Agreements may be freely assigned by Seller to Purchaser without the requirement of any consent or approval, except as set forth in Schedule 6(g). True and complete copies of the Drilling Contracts and the Ancillary Agreements have been provided to Purchaser and true and complete copies of any Drilling Contracts entered into after the date hereof will be provided to Purchaser when executed and delivered by Seller.
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Contracts/Assignments. Each of the Assumed Contracts is a valid and binding obligation of Seller. Seller and Shareholder have no reason to believe that the Assumed Contracts are not binding upon all the parties. None of the parties to any of such Assumed Contract has terminated, canceled, or substantially modified any of such Assumed Contracts and neither Seller nor, to Seller's and Shareholders' knowledge, any other party is in default thereunder. Each of the Assumed Contracts may be freely assigned by Seller to Buyer without the requirement of any consent or approval, except as otherwise noted on Exhibit A.
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Related to Contracts/Assignments

  • SUBCONTRACTS - ASSIGNMENT Contractor shall not subcontract or assign this Agreement, or any part thereof, or interest therein, directly or indirectly, voluntarily or involuntarily, to any person without obtaining the prior written consent by County. Contractor remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. Contractor shall be held responsible by County for the performance of any subcontractor whether approved by County or not. Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the ▇▇▇▇▇▇▇ Act (15 U.S.C. Sec. 15) or under the ▇▇▇▇▇▇▇▇▇▇ Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchase if goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • Work Assignments Section 1. The Company shall determine whether to staff a position or fill a vacancy and the method or combination of methods it shall use for such purposes. In making this determination, the Company shall first give consideration to qualified internal candidates prior to off-street applicants. All vacancies within the Bargaining Unit shall be posted (manually or electronically) in such a fashion as to be accessible by employees. The posting shall include the title, pay range, and sufficient information regarding requirements and duties to adequately describe the vacancy. The vacancy shall remain posted for seven (7) calendar days. Section 2. In connection with Section 1. above, employees who have met a twelve (12) month time-in-title and location requirement shall be afforded the opportunity to submit to the Company a form on which they may identify their interest in being considered for vacancies which occur in the Bargaining Unit. Section 3. When a vacancy is to be filled from within the Bargaining Unit, Management will consider all qualified candidates who have forms on file relating to the vacancy in question. In selecting the employee to fill the position, the Company will first give due consideration to the candidates’ qualifications and past performance and where those factors are relatively equal, in the judgment of the Company, it shall consider seniority. Section 4. The Company agrees to provide the Union, in writing, the names and titles of all candidates selected under this Article, by the fifteenth (15th) calendar day after any such selection is made. Section 5. Nothing in this Agreement shall be applied or interpreted to restrict the Company in the exercise of its right to hire, promote or transfer; and, to the extent the needs of the business require, to have Bargaining Unit work performed by its supervisory personnel, or its right to make sales assignments without limitations.

  • Assignment of Contracts and Rights (a) Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not assume any Liabilities with respect to, any Contract or Permit constituting a Transferred Asset, or any other Transferred Asset, that by Law is nonassignable, or that by its terms is nonassignable without the Consent of the other party or parties thereto to the extent such party or parties assert in writing that such assignment is a breach of such Contract or Permit, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. With respect to any Contract, Permit or other Transferred Asset of the type described in the preceding sentence, and any claim, right or benefit arising thereunder or resulting therefrom, promptly after the date of this Agreement, to the extent required by the terms of the Contract, Permit or other Transferred Asset, Seller shall, at its sole cost and expense, obtain the written Consent of the other parties to any such Contract, Permit or other Transferred Asset for the assignment thereof to Buyer in form and substance satisfactory to Buyer. (b) If such Consent is not obtained with respect to any such Contract, Permit or other Transferred Asset prior to the Closing, in addition to any other remedy available to Buyer at law or in equity, at Seller’s expense, Seller shall, from and after the Closing take all actions and do or cause to be done all such things as shall in the reasonable judgment of Buyer or its counsel be necessary: (i) to ensure that the claims, rights and benefits with respect to such Contract, Permit or other Transferred Asset are preserved for Buyer or for the benefit of Buyer (including by entering into a subcontracting or subleasing arrangement with Buyer, if permitted); and (ii) to facilitate receipt of, and promptly pay to, Buyer all monies received by Seller under any such Contract, Permit or other Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.5.