No Assignment; Exceptions Sample Clauses
The "no-assignment-exceptions" clause prohibits any party from transferring or assigning their rights or obligations under the contract, except in specifically outlined circumstances. Typically, this means that unless the contract expressly allows for certain assignments—such as to affiliates or in connection with a merger—any attempt to assign the agreement without consent is invalid. This clause ensures that all parties maintain control over who they are contractually bound to, preventing unwanted third parties from entering the agreement and thereby preserving the original intent and risk allocation of the contract.
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No Assignment; Exceptions. 54 17.15.1 General........................................................... 54 17.15.2 Assignment Right of Manager to Financial Lender................... 55 17.15.3 Change of Control Rights.......................................... 56 17.15.4 Right of First Refusal............................................ 58 17.15.5 Transfer of Sprint PCS Network.................................... 58 17.16 Provision of Services by Sprint Spectrum................................... 58 17.17
No Assignment; Exceptions. 53 17.15.1 General............................................. 53 17.15.2 Assignment Right of Manager to Financial Lender....
No Assignment; Exceptions. Except as provided in Sections 10.6 and 11.2, neither the Sellers, nor the Purchaser shall have the authority to assign any of their respective interests in this Agreement without the prior written consent of the other; provided, however, that Purchaser may assign or pledge all or any portion of its rights hereunder as security, without the prior written consent of Sellers, to any bank or other financial institution providing financing to Purchaser as set forth in Section 8.2 above. The Sellers shall execute, and shall cause the Company and Partnership to execute, any documents reasonably required in order to effect such assignments.
No Assignment; Exceptions. Notwithstanding anything in this Agreement to the contrary, the Licensee shall not assign or otherwise transfer in whole or in part (whether voluntarily or by action of law), directly, indirectly, or contingently this Agreement, any License, or any interest herein without the County's prior written consent. Notwithstanding the foregoing, the Licensee shall have the right to: (i) assign this Agreement and all of the Licenses to the Parent of the Licensee or to another Affiliate of the Licensee having the same Parent as the Licensee; (ii) assign the Licenses and this License Agreement to the Parent of the Licensee or to an Affiliate of the Licensee having the same Parent as the Licensee; (iii) consummate any transaction that is the result of a merger of the Parent of the Licensee; or (iv) consummate any transaction that is the result of a merger of the Parent of the Licensee’s Parent, or any other Parent entity in a direct line of ownership between the Licensee and the Licensee’s ultimate parent entity.
14.3.1 For purposes of this Section 14.3, “Affiliate” means any Person who, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, the Licensee, and “Parent” means an entity that holds a majority ownership interest in the another entity.
14.3.2 In the case of any assignment, regardless of whether consent of the County is required, the assignee shall assume in writing the obligations, liabilities and responsibility for all acts and omissions, known and unknown, of the incumbent Licensee under this agreement, for all purposes, and shall agree to abide by and accept all terms of this Agreement and be bound by the terms of the Agreement. In the case of an assignment without prior consent of the County under Section 14.3, the assignee shall, no later than thirty (30) days after the consummation of such an assignment, submit to the County a written acknowledgment affirming its obligations under this section. No assignment or attempted assignment shall be valid, unless and until the County has received the written acknowledgment of the assignee and acknowledged its receipt in writing. The County Manager or their designee is authorized to approve assignment(s) on behalf of the County.
No Assignment; Exceptions. Except as provided in Sections 9.3 and 10.2, neither the Warranting Parties, nor the Purchaser shall have the authority to assign any of their respective interests in this Agreement without the prior written consent of the other; provided, however, that Purchaser may assign or pledge all or any portion of its rights hereunder as security, without the prior written consent of Warranting Parties, to any bank or other financial institution providing financing to Purchaser. The Warranting Parties shall execute, and shall cause the Company to execute, any documents reasonably required in order to effect such assignments.
No Assignment; Exceptions. This agreement may only be assigned in conjunction with and to the same party or parties to whom the Management Agreement has been validly assigned under the Management Agreement's terms and conditions.
No Assignment; Exceptions. Sprint PCS agrees that for purposes of Section 17.15.2(e)(ii), 17.15.3(b)(ii), and 17.15.3(e)(ii), AllTel, which currently owns 20% of Manager will not be considered a "significant competitor of Sprint PCS or its Related Parties in the telecommunications business" unless AllTel is merged into or becomes controlled by a significant competitor of Sprint PCS or its Related Parties in the telecommunications business.
No Assignment; Exceptions