Designation and Assignment Clause Samples
The Designation and Assignment clause establishes the process by which rights, responsibilities, or interests under an agreement can be transferred from one party to another. Typically, this clause outlines the conditions under which such assignments are permitted, such as requiring prior written consent from the non-assigning party or specifying certain exceptions. Its core practical function is to control and clarify how contractual obligations and benefits may be shifted, thereby preventing unwanted or unauthorized transfers and ensuring all parties are aware of and agree to any changes in who is responsible under the contract.
Designation and Assignment. Of the Uptick Preferred Stock Settlement Amount to be paid by Rimrock to Uptick and Zahav in connection herewith, Uptick and Zahav hereby designate and assign (i) thirty (30) shares of Rimrock series B preferred stock to Redwood and (ii) twenty (20) shares of Rimrock series B preferred stock to LH. These shares are being designated and assigned by Uptick and Zahav to Redwood and LH in consideration for services rendered to Uptick and Zahav by Redwood and LH in connection with the consulting services performed by Uptick and Zahav.
Designation and Assignment a. Pursuant to Section 10.3 of the Transaction Agreement, Buyer agrees to promptly assign its rights to acquire the ▇▇▇▇▇ Allocated Entities to ▇▇▇▇▇, or such Subsidiary or Subsidiaries of ▇▇▇▇▇ as ▇▇▇▇▇ may designate (the “Buyer Party Designee”), and ▇▇▇▇▇ agrees to accept such assignment.
b. In furtherance but not in limitation of the foregoing, prior to the Closing, Buyer hereby agrees to transfer (the “Merger Sub Transfer”) to ▇▇▇▇▇ or such Subsidiary or Subsidiaries of ▇▇▇▇▇ as ▇▇▇▇▇ may designate, free and clear of all Liens, all of the equity interests issued and outstanding in the Merger Subs set forth opposite the name of any ▇▇▇▇▇ Allocated Entity on Exhibit A to the Transaction Agreement (the “Assigned Merger Subs”), and ▇▇▇▇▇ hereby agrees to (or agrees to cause its applicable Subsidiaries to) accept such transfer. Following the Merger Sub Transfer, ▇▇▇▇▇ or such Subsidiary or Subsidiaries of ▇▇▇▇▇ as ▇▇▇▇▇ may designate, will be the sole owner of each of the Assigned Merger Subs. The parties further agree that ▇▇▇▇▇’▇ execution and delivery of this Agreement provides adequate consideration for the Merger Sub Transfer.
Designation and Assignment. Attorney may designate one or more licensed attorneys at law to associate with him/her in the performance of this Contract. Such designation shall not relieve Attorney from any responsibility for the performance of the contract. Any lawyer so designated shall be responsible for the performance of this Contract in the same manner as Attorney. However, Attorney shall not so designate or assign said licensed attorneys without prior written approval of the County or its Department of Public Defense.