PROHIBITION AGAINST ASSIGNMENTS Sample Clauses

PROHIBITION AGAINST ASSIGNMENTS. Consultant shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without prior written consent of AHA. Any attempt to do so without said consent shall be null and void, and any assignee, sub lessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from AHA under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent, but written notice of such assignment shall be promptly furnished to AHA by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint venture or syndicate or co tenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation.
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PROHIBITION AGAINST ASSIGNMENTS. Except as expressly provided in this MOU, no party may assign its interest in this MOU.‌
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PROHIBITION AGAINST ASSIGNMENTS. During your lifetime, the Option may be exercised only by you, or by your guardian or legal representative, if you become unable to act. After your death, the Option may be exercised by the executor of your estate or your other personal representative, or by the persons to whom the right to exercise the Option has passed under your will or through the laws of descent and distribution. The Option may not be assigned, pledged or hypothecated in any way, may not be subject to execution by a creditor or any other person and may not be transferred other than by will or the laws of descent and distribution. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option which is not specifically permitted by the Plan will be void.
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PROHIBITION AGAINST ASSIGNMENTS. This Agreement cannot be assigned. Notwithstanding the foregoing, and provided the Licensee has sought and obtained Licensor's prior written approval, the Licensee may grant sub-licences to third parties, but the Licensee shall remain liable for the execution of its obligations, jointly or independently with its own sub-distributors/sub-licensees.
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PROHIBITION AGAINST ASSIGNMENTS. Neither the whole nor any interest in, 6 nor any of the rights or privileges granted under this Agreement shall be assignable or transferable 7 or encumbered in any way without the prior written consent of the City. Any such purported 8 assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall 9 be void as to the City. This is a personal services contract and the Contractor was chosen on the 10 basis of characteristics unique to the Contractor. The City shall have the right to unreasonably or
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PROHIBITION AGAINST ASSIGNMENTS. Contractor shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without prior written consent of AHA. Any attempt to do so without said consent shall be null and void, and any assignee, sub lessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. However, claims for money by Contractor from AHA under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent, but written notice of such assignment shall be promptly furnished to AHA by Contractor.
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PROHIBITION AGAINST ASSIGNMENTS. Both the Township and the Interim Redeveloper agree that no rights under this Agreement shall be assigned or transferred to any third party, except that Interim Redeveloper may assign its rights under this Agreement to another Urban Renewal Entity in which Interim Redeveloper has an interest, without consent of the Township. Any proposed assignment to an entity in which Interim Redeveloper does not own a majority control or interest shall require Township approval, which shall not be unreasonably withheld, upon submission by the Interim Redeveloper of credible evidence that the assignee has sufficient experience, qualifications and capitalization to complete the Demolition Project and any subsequent redevelopment projects proposed for the Redevelopment Area.
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PROHIBITION AGAINST ASSIGNMENTS. During your lifetime, the Option may be exercised only by you, or by your guardian or legal representative if you become unable to act. After your death, the Option may be exercised by the executor of your estate or personal representative, or by the persons to whom the right to exercise the Option has passed by will or through the laws of descent and distribution. The Option may not be assigned, pledged or hypothecated in any way, may not be subject to execution by a creditor or any other person and may not be transferred other than by will or the laws of descent and distribution. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option which is not specifically permitted by the Plan will be void. Notwithstanding the foregoing, the Option may be transferred to members of your immediate family, to trusts solely for the benefit of your immediate family members and to partnerships in which such family members and/or trusts are the only partners. For this purpose, immediate family means your spouse, parents, children, stepchildren and grandchildren and the spouses of such parents, children, stepchildren and grandchildren.
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Related to PROHIBITION AGAINST ASSIGNMENTS

  • Prohibition Against Assignment During the Vesting Period, the Restricted Shares may not be transferred or encumbered by the Recipient by means of sale, assignment, mortgage, transfer, exchange, pledge, or otherwise. The levy of any execution, attachment, or similar process upon the Restricted Shares shall be null and void.

  • Prohibition Against Recording Except as provided in Section 29.4 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.

  • Prohibition Against Transfer The right of a Grantee to receive payments of Shares and/or cash under this Award may not be transferred except to a duly appointed guardian of the estate of the Grantee or to a successor of the Grantee by will or the applicable laws of descent and distribution and then only subject to the provisions of this Award Agreement. A Grantee may not assign, sell, pledge, or otherwise transfer Shares or cash to which he or she may be entitled hereunder prior to transfer or payment thereof to the Grantee, and any such attempted assignment, sale, pledge or transfer shall be void.

  • Protections Against Violations of Agreement No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Restricted Stock Units by any holder thereof in violation of the provisions of this Agreement or the Certificate of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any shares resulting from the settlement of Restricted Stock Units on its books nor will any of such shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce such provisions.

  • Actions against Parties; Notification Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

  • Prohibition on Assignment This Contract and all duties and obligations of Consultant set forth in this Contract shall not be assignable except by prior written consent of City, and such prohibition shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of Consultant.

  • Prohibition Against Termination or Modification In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under the Management Agreement, or (iv) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified Manager. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”).

  • Action Against Parties; Notification Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

  • Restriction Against Transfer Each Limited Partner hereby covenants and agrees that no Limited Partner shall sell, exchange, assign, convey, give away, pledge, mortgage, xxxxx x xxxx on or in any manner encumber or otherwise transfer or offer to transfer (hereinafter referred to as “Transfer”) any of the Limited Partner’s Limited Partnership Interest, or any right, title or interest therein, whether now owned or hereafter acquired, or any rights or obligations under this Agreement, except with the prior written consent of the General Partner, which it may withhold in its sole discretion. As used in this Article VIII, the term “Limited Partnership Interest” shall mean, in the case of a Limited Partner, any of such Limited Partner’s Limited Partnership Interest or other right, title or interest in and to the Partnership. Any Transfer, or attempted Transfer, no matter how effected, in violation of the restrictions contained herein shall be null and void and shall not be effective to transfer the Limited Partnership Interest or any right, title or interest therein or any rights or obligations hereunder. Any Transfer by a Limited Partner of all or any part of the Limited Partner’s Partnership Interest shall be valid and effective only if the Company consents in writing to such transfer and the transferring Limited Partner and the transferring Limited Partner’s transferee (a) executes, acknowledges and delivers to the Company such instruments of transfer and assignment as are in form and substance satisfactory to the Company and (b) furnishes to the Company such assurances as the Company may request, including, without limitation, (if requested by the Company) an opinion of counsel satisfactory to the Company, either that the transferring Limited Partner’s Limited Partnership Interest has been registered for sale under the Securities Act of 1933, as amended, and under all applicable state securities laws or that such registration under the said Securities Act of 1933 and under all applicable state securities laws is not required.

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

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