Transfer, Assignment & Subcontract. Any subcontract, assignment, delegation or other transfer (including without limitation, by way of merger, acquisition, divestiture, or change of control or contribution in kind) of this Agreement or any of Customer’s rights, duties, benefits or obligations hereunder is subject to DS’s prior written approval. Any attempt to do so without such consent is void. This Agreement shall be binding upon, and inure to the benefit of DS and its successors and assigns.
Transfer, Assignment & Subcontract. Any subcontract, assignment, delegation, or other transfer of this Agreement or any right, duty, benefit, or obligation of Customer hereunder (including without limitation by operation of law or by sale of Customer assets, whether directly or by merger, and a change in control of Customer shall be deemed to be an “assignment” for purposes of the foregoing) is subject to 3DS’s prior written approval. Any attempt to do so without 3DS consent is void. Any approved transfer of licenses may be subject to an adjustment fee. This Agreement shall be binding upon, and inure to the benefit of 3DS and its successors and assigns. 3DS may assign, delegate, subcontract, or otherwise transfer any of its rights or obligations hereunder, in whole or in part, without Customer’s consent.
Transfer, Assignment & Subcontract. Any subcontract, assignment, delegation, or other transfer (including without limitation, by way of merger, acquisition, divestiture, or change of control or contribution in kind) of this Agreement, or any of Customer’s rights, duties, benefits or obligations hereunder is subject to No Magic’s prior written approval. Any attempt to do so without such consent is void. Any approved transfer of licenses may be subject to an adjustment charge. This Agreement shall be binding upon, and inure to the benefit of No Magic and its successors and assigns.
Transfer, Assignment & Subcontract. Neither Licensee nor VAR shall subcontract, assign, delegate or otherwise transfer all or part of its rights, duties, benefits or obligations under this Agreement, or sublicense Licensed Programs to any third party. This Agreement shall be binding upon, and inure to the benefit of Company and its successors and assigns. Company shall be free to assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations hereunder and/or otherwise subcontract any of its obligations hereunder, in whole or in part, to Dassault Systèmes, any DS Subsidiary and/or to any third party, without VAR’s or Licensee’s consent. Non-Waiver & Amendments. No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing by all parties. Notwithstanding the foregoing, Company may add, modify or cancel any provision of this Agreement as required by Company’s agreements with its licensors by written notice to VAR at any time. Such additions, modifications and cancellations shall not require the separate consent of Licensee or VAR and shall be effective immediately upon receipt of such notice. A party's failure at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce such provision. Audit-Piracy. During the term of this Agreement and for a period of two (2) years thereafter, Licensee shall maintain accurate information records relating to the use and destruction of the Licensed Programs. During the term of this Agreement and for a period of three (3) years thereafter, the Company shall have the right at any time, at its own expense and under reasonable conditions of time and place, to audit and copy these records. Licensee also hereby entitles and authorizes Company to verify its compliance with the terms of the Agreement. For such purpose Company may conduct any review on Licensee’s premises during normal business hours, in a manner that minimizes disruption to its business. Company may require Licensee to provide it or any third party the Company engages to conduct such verification, with machine access, copies of system tools outputs, or other electronic or hard copy system information as appropriate. In a joint effort to prevent software piracy, Licensee shall comply with any changes in the Licensed Programs licensing security mechanism that aims at preventing fraud.
Transfer, Assignment & Subcontract. Any subcontract, assignment, delegation, or other transfer (including without limitation, by way of merger, acquisition, divestiture, or change of control or contribution in kind) of this Agreement or any of Customer’s rights, duties, benefits or obligations hereunder is subject to DS’s prior written approval. Any attempt to do so without such consent is void. Any approved transfer of licenses may be subject to an adjustment charge. This Agreement shall be binding upon, and inure to the benefit of DS and its successors and assigns. 15.6 Übertragung, Abtretung & Unterbeauftragung. Jede Unterbeauftragung, Abtretung, Weiterübertragung oder eine sonstige Übertragung (einschließlich im Wege einer Verschmelzung, Übernahme, Entflechtung oder einer Änderung der Beherrschungsverhältnisse oder einer Sacheinlage) dieser Vereinbarung oder von Rechten, Pflichten, Nutzen oder Verpflichtungen des Kunden aus dieser Vereinbarung unterliegen der vorherigen schriftlichen Genehmigung durch DS. Jeder Versuch dies, ohne die Genehmigung von DS durchzuführen, ist nichtig. Die genehmigte Übertragung von Lizenzen kann einer Anpassungsgebühr unterliegen. Diese Vereinbarung ist für DS bindend und kommt DS und ihren Rechtsnachfolgern und Zessionaren zugute.
Transfer, Assignment & Subcontract. Licensee shall not subcontract, assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution) any or all of its rights, duties, benefits or obligations under this XXXX, or sublicense Licensed Program(s) to any third party without DS’s prior written approval. Any approved transfer of licenses to another country may be subject to an adjustment in price, as prices are specific to each country or region. This XXXX shall be binding upon, and inure to the benefit of Licensor and its successors and assigns. Licensor may assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations hereunder and/or otherwise subcontract any of its obligations hereunder, in whole or in part, to any third party, without Licensee’s consent.
Transfer, Assignment & Subcontract. Neither Licensee nor VAR shall subcontract, assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution) any or all of its rights, duties, benefits or obligations under this Agreement, or sublicense Licensed Programs to any third party. This Agreement shall be binding upon, and inure to the benefit of the Company and its successors and assigns. The Company shall be free to assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations hereunder and/or otherwise subcontract any of its obligations hereunder, in whole or in part, to the Company, any Company Subsidiary and/or to any third party, without VAR’s or Licensee’s consent.
Transfer, Assignment & Subcontract. Licensee shall not subcontract, assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution) any or all of its rights, duties, benefits or obligations under this Agreement, or sublicense Licensed Programs to any third party. Without the consent of the Licensee, Modelon shall have the right to assign all or part of the rights and obligations of Modelon hereunder to any third party, but shall ensure that any such assignment shall not affect the accrued rights of the Licensee hereunder.
Transfer, Assignment & Subcontract. Any subcontract, assignment, delegation, or other transfer of this Agreement or any right, duty, benefit, or obligation of Customer hereunder (including without limitation by operation of law or by sale of Customer assets, whether directly or by merger, and a change in control of Customer shall be deemed to be an “assignment” for purposes of the foregoing) is subject to 3DS’s prior written approval. Any attempt to do so without 3DS consent is void. Any approved transfer of licenses may be subject to an adjustment fee. This Agreement shall be binding upon, and inure to the benefit of 3DS and its successors and assigns. 3DS may assign, delegate, subcontract, or otherwise transfer any of its rights or obligations hereunder, in whole or in part, without Customer’s consent. 14.5 Transferência; Cessão; Subcontratação. Qualquer subcontratação, cessão, delegação ou outra transferência deste Contrato ou qualquer direito, dever, benefício ou obrigação do Cliente nos termos deste Contrato (incluindo, sem limitação, por força de lei ou por venda de ativos do Cliente, seja diretamente ou por fusão, e uma alteração no controle do Cliente será considerada uma “cessão” para os fins acima) está sujeita à aprovação prévia por escrito da 3DS. Qualquer tentativa de o fazer sem o consentimento da 3DS é nula. Qualquer transferência aprovada de licenças pode estar sujeita a uma taxa de ajuste. Este Contrato será vinculante e reverterá em benefício da 3DS e de seus sucessores e cessionários. A 3DS pode ceder, delegar, subcontratar ou de outra forma transferir qualquer um de seus direitos ou obrigações aqui estabelecidos, no todo ou em parte, sem o consentimento do Cliente.
Transfer, Assignment & Subcontract. Any subcontract, assignment, delegation, or other transfer (including without limitation, by way of merger, acquisition, divestiture, or change of control or contribution in kind) of this Agreement or any of Customer’s rights, duties, benefits or obligations hereunder is subject to DS’s prior written approval. Any attempt to do so without such consent is void. Any approved transfer of licenses may be subject to an adjustment charge. This Agreement shall be binding upon, and inure to the benefit of DS and its successors and assigns. CLOSA (indirect) - Brazil - Portuguese – V12.1.1 CONFI tendo sido efetuadas (i) na data da entrega em mão ou por serviço de mensageiro expresso, (ii) três (3) dias após o envio da notificação quando enviada por correio certificado ou registado, ou (iii) na data de envio por fax confirmado, endereçado às partes para os endereços que constam dos Documentos da Transação, ou para outro endereço que qualquer das partes possa indicar através de notificação efetuada nos termos aqui exigidos ou contidos no respectivo formulário de encomenda. Para Serviços Online, as notificações também poderão ser entregues pela DS por e-mail e serão consideradas como efetuadas após 24 (vinte e quatro) horas do momento em que tal e-mail foi enviado para o Cliente. Relativamente às Ofertas da DS encomendadas na loja web da DS, as notificações deverão ser efetuadas nos termos do processo definido nessa loja web da DS. 15.3
