Common use of Non-assignment/Binding Agreement Clause in Contracts

Non-assignment/Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Licensee, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation, or Change of Control without the prior written consent of Licensor, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Licensee may transfer this Agreement to any entity that owns Licensee, is owned by Licensee, or is under common control with Licensee, provided Licensee gives Licensor at least thirty (30) days advance written notice of such assignment and the proposed transferee entity represents in writing to Licensor that it shall have the authority and will in fact assume and discharge all obligations of Licensee under this Agreement. Licensor expressly reserves its unilateral right to assign or transfer its interest in this Agreement, provided Licensor gives Licensee at least thirty (30) days advance written notice of such assignment. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.