Restricted Assignment Sample Clauses

Restricted Assignment. Tenant shall not assign, mortgage, pledge or encumber this lease, or sublet the whole or any part of the Premises, without the prior written consent of Landlord which consent shall not be unreasonably 062113 withheld, conditioned or delayed. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law, and/or a transfer by any person or persons controlling Tenant on the date of the lease of such control to a person or persons not controlling Tenant on the date of the lease. In the event of any assignment of this Lease made with or without Landlord’s consent, Tenant nevertheless shall remain liable for the performance of all of the terms, conditions and covenants of this Lease and shall require any assignee to execute and deliver to Landlord an assumption of liability agreement in form satisfactory to Landlord including an assumption by the assignee of all of the obligations of Tenant and the assignee’s ratification of and agreement to be bound by all the provisions of this Lease. Landlord shall be entitled to, and Tenant shall promptly remit to Landlord, 50% of any profit which may inure to the benefit of Tenant as a result of any subletting of the Premises or assignment after deduction of any expenses related to assignment of this Lease.

Restricted Assignment. Except as expressly provided in Sections 20 and 21, this Agreement, and the rights and obligations of the Parties hereunder, are personal in nature, and neither this Agreement, nor any right, benefit, or obligation of either Party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other Party. Any attempted assignment, transfer, or delegation in violation of the preceding sentence shall be void and of no force or effect.

Restricted Assignment. No party hereto may assign its rights, responsibilities or obligations hereunder to another party, by operation of law or otherwise, without (i) seeking and receiving an amendment of this Agreement, (ii) having said party join this Agreement on the terms, conditions and covenants herewith, and (iii) with a demonstration that such new party has the capability and durability to meet or exceed the levels of library service currently being provided by the party seeking to assign. The District Advisory Committee shall evaluate any request for assignment and make a recommendation to the District Board regarding the granting or denial of the same based on the above criteria, including the District Advisory Committee’s determination of criteria (iii) above.

Restricted Assignment. Except as expressly provided herein, this Agreement, and the rights and obligations hereunder, may not be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Party, which shall not be unreasonably withheld. Any attempt to assign this Agreement or any of the rights and obligations hereunder as prohibited under this Section 8.1 shall be void and of no legal effect. Notwithstanding the foregoing, (a) Pfizer may assign its rights under this Agreement, in whole or in part, to any Affiliate without the consent of Esperion; provided, that Pfizer shall remain primarily liable for the obligations hereunder assigned to such Affiliate; (b) Pfizer may assign its rights under this Agreement (other than the license grant under Section 3.1(c)) in whole or in part, to any Third Party to which Pfizer assigns its rights to either of the Pfizer Programs (or any compounds or pharmaceutical products arising out of any of the Pfizer Programs); provided, that such assignment shall be expressly subject to the license and other rights granted to Esperion hereunder; and (c) Esperion may assign its rights under this Agreement, in whole or in part, to any Affiliate without the consent of Pfizer; provided, that Esperion shall remain primarily liable for the obligations hereunder assigned to such Affiliate; (d) Esperion may assign its rights under this Agreement, in whole or in part, to any Third Party to which Esperion assigns its rights to the Esperion Program (or any compounds or pharmaceutical products arising out of the Esperion Program); provided, that such assignment shall be expressly subject to the license and other CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. rights granted to Pfizer hereunder.

Restricted Assignment. Notwithstanding anything in this USVI Purchase Agreement to the contrary, this USVI Purchase Agreement will not constitute an agreement to assign any assets described in clauses (2), (3), (7) or (16) of the definition of “Purchased Assets” or other Assumed Liability, or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the Authorization of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of Seller or any of its subsidiaries thereunder or be contrary to applicable Law. If any such consent or approval is not obtained and an alternative arrangement is not provided for expressly in this USVI Purchase Agreement, Purchaser and Seller shall use their respective reasonable best efforts (which shall not require Seller or Purchaser to pay any money or other consideration to any person or to initiate any claim or proceeding against any person, other than customary administrative charges and expense reimbursements) to secure an arrangement reasonably satisfactory to the parties that provides Purchaser with economic and operational equivalence under the agreement for which such consent is being sought following the USVI Closing.

Restricted Assignment. Tenant shall not assign, mortgage, pledge or encumber this lease, or sublet the whole or any part of the Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law, and/or a transfer by any person or persons controlling Tenant on the date of the lease of such control to a person or persons not controlling Tenant on the date of the lease. Without limiting the generality of the foregoing, if Tenant is a corporation or partnership, any transfer, sale, pledge or other disposition of fifty percent (50%) or more of the stock or partnership units of the Tenant shall necessitate notice being given to landlord. It is expressly agreed by Tenant, however, that in no event shall Landlord consent to an assignment or sublet unless the rent thereunder is at a rate equal to or greater than the then prevailing rate for unoccupied space in the Building or a comparable building in the area and Landlord shall have approved the credit of the proposed subtenant. In the event any assignment of this lease is made with or without Landlord’s consent (i.e, in violation of this lease), Tenant nevertheless shall remain liable for the performance of all of the terms, conditions and covenants of this lease and shall require any assignee to execute and deliver to Landlord an assumption of liability agreement in form satisfactory to Landlord, including an assumption by the assignee of all of the obligations of Tenant and the assignee’s ratification of and agreement to be bound by all the provisions of this lease. Landlord shall be entitled to, and Tenant shall promptly remit to Landlord as Additional Rent, any profit which may inure to the benefit of Tenant as a result of any subletting of the Premises or assignment of this lease, whether or not consented to by Landlord. Landlord’s consent to an assignment or sublet shall not be construed as consent to any subsequent assignment or sublet. Tenant agrees to pay to Landlord, on demand, reasonable costs, including attorneys’ fees incurred by Landlord in connection with review of any request by Tenant for Landlord’s consent to an assignment or sublet. Notwithstanding anything herein contained to the contrary, it is expressly agreed by Tenant and Landlord that Landlord shall be required to consent to an assignment or sublet if the rent thereunder is ...

Restricted Assignment. An employee may be temporarily assigned to another position without regard to seniority for a period of up to two (2) consecutive working days. A complaint by an employee that Management is using this provision in a prejudiced or discriminatory manner, shall be investigated by the plant superintendent together with the shop ▇▇▇▇▇▇▇. Such an employee will carry out the assigned job without reduction in his regular wage rate. Should the rate of pay for the job performed be higher than employee’s classified rate, he will receive the higher rate of pay.