Permissive Assignment Sample Clauses
A Permissive Assignment clause allows one party to transfer its rights and obligations under a contract to another party without needing the other party’s consent. In practice, this means that if a company sells part of its business or restructures, it can assign the contract to a new entity freely. This clause facilitates business flexibility and continuity by removing barriers to assignment, ensuring that contractual relationships can adapt to changes in ownership or organizational structure.
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Permissive Assignment. The above notwithstanding, upon written request Pavilion shall consent to the assignment of this Agreement and the rights to the Pavilion Software and Pavilion Technology and obligations by Pegasus indivisibly in connection with a sale or other disposition of substantially all of the assets of Pegasus to a single acquiring entity or to an entity that is the survivor of a merger with Pegasus so long as: (i) it is not a Pavilion Competitor or is in combination, cooperation, affiliation, partnership, or joint venture with an entity that is a Pavilion Competitor, provided that the restriction in this subpart (i) shall no longer apply upon: (a) Pegasus' irrevocable payment to Pavilion of the $9,500,000.00 USD Base Price; and (b) payment of $5,500,000.00 USD in royalties or the expiration of the Royalty Period, whichever occurs first; (ii) it would not result in an expansion in scope of the licenses or other rights granted under this Agreement; (iii) Pavilion does not reasonably believe the transfer would compromise the confidentiality or export control laws related to the Pavilion Software, Pavilion Technology or Confidential Information; (iv) the assignee agrees in writing to comply with all of Pegasus's obligations under, and to be bound by, this Agreement; and (v) the assignee is a financially viable entity, capable of performing the obligations of Pegasus hereunder.