Subcontractors & Assignments Sample Clauses

Subcontractors & Assignments. The Selected Provider shall not assign or subcontract any of the Selected Provider’s duties, obligations, or interests under the contract without prior written consent of the ACC.
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Subcontractors & Assignments. EMS agrees that no portion of the assembly of the Products will be subcontracted to third parties without UTS’ prior written consent. Any permitted subcontractor approved in writing by UTS (“Subcontractor”) that EMS may use to assist EMS shall be obligated to comply with the terms of this Agreement and EMS shall remain responsible for such Subcontractors’ performance. UTS’ consent to EMS’ use of any Subcontractor shall not be deemed a waiver of any UTS rights hereunder nor relieve EMS of any of its obligations pursuant to this Agreement. EMS shall enter into a written agreement with each approved Subcontractor which includes terms and conditions no less protective of UTS’ proprietary and intellectual property rights than those set forth in this Agreement prior to EMS permitting any such Subcontractor to perform any obligation hereunder. EMS shall be solely responsible for the payment of all amounts payable to, and the performance of all of EMS’ obligations for, all such Subcontractors. Immediately upon request of UTS, EMS shall commence such proceedings as necessary (i.e. termination notice, request to cure default) to terminate any Subcontractor that, in UTS’ sole opinion, does not perform to the standards set forth by UTS in this Agreement. Assignment This Agreement shall be binding on the Parties hereto and their permitted successors and assignees; provided, however, that neither party shall assign or transfer, in whole or part, whether by operation of law or otherwise, other than to an Affiliate of such party, this Agreement or any of its rights or obligations arising hereunder without the prior written consent of the other party which shall not be unreasonably withheld or delayed. Any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, the parties and their assigned Affiliates shall have the right to assign all of its rights and obligations in the case of merger, consolidation or sale of assets involving substantially all its assets or substantially all the assets of a particular Product line or business line in which a Product line is included, to the merged entity or acquirer of such assets. This Agreement may be assigned in whole or in part by either Party to any Affiliate of such Party provided that such assigning Party remains secondarily liable under this Agreement. Notwithstanding the foregoing, either Party may assign its right to payment to a third party without the need for consent from the other ...
Sample 1

Related to Subcontractors & Assignments

  • Subcontractors The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The Contractor may contact the OSD at xxxxxxx@xxx.xxxxxxxxx.xxx for information on certified small business enterprises available for subcontracting opportunities.

  • Sub-contractors Transfer Agent may, without further consent on the part of Customer, subcontract with other subcontractors for telephone and mailing services as may be required from time to time; provided, however, that the Transfer Agent shall be as fully responsible to the Customer for the acts and omissions of any subcontractor as it is for its own acts and omissions.

  • Assignment; Subcontracting (a) Except as expressly provided in Section 12(b) below, this Agreement shall not be assignable or delegable, whether by merger, operation of law or otherwise, by any Fund without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Fund, in each case which consent may not be unreasonably withheld. This Agreement shall extend to and shall be binding upon the Parties hereto, and their permitted successors and assigns.

  • Contractors All LAUSD Contractors and their Representatives are expected to conduct any and all business affiliated with LAUSD in an ethical and responsible manner that fosters integrity and public confidence. A “Contractor” is any individual, organization, corporation, sole proprietorship, partnership, nonprofit, joint venture, association, or any combination thereof that is pursuing or conducting business with and/or on behalf of LAUSD, including, without limitation, consultants, suppliers, manufacturers, and any other vendors, bidders or proposers. A Contractor’s “Representative” is also broadly defined to include any subcontractors, employees, agents, or anyone else who acts on a Contractor’s behalf.

  • Assignment and Subcontracting City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the City. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors listed in the Consultant’s proposal, without prior written approval of the City.

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

  • Subcontractor Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer or a Subservicer.

  • Subcontracts The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1.) through (4.) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1.) through (4.) of this section.

  • Assignment of Work Product (i) If at any time during the Term or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation.

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