Assignment and Change of Control a. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this Contract, or subcontract for all or substantially all of its performance of this Contract (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this Contract or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this Contract, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this Contract.
Assignment and Change of Control. 11.2.1 Except as provided in this Section 11.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party.
Assignment and Change of Control. The right of Seller to assign this Agreement or to transfer control of the Units (directly or indirectly) to another person, whether or not affiliated, shall be subject to Buyer’s consent, not to be unreasonably withheld upon a showing of the proposed assignee’s technical and financial capability to fulfill the requirements of Seller. The right of Buyer to assign this Agreement to another person, whether or not affiliated, shall be subject to Seller’s consent, not to be unreasonably withheld upon a showing of the proposed assignee’s technical and financial capability to fulfill the requirements of Buyer. Assignment of this Agreement and liens upon the Units for purposes of project financing shall be permitted; and Buyer will execute such additional consents as reasonably required by Seller in connection with such assignment; provided that Buyer shall not be required to consent to any additional terms or conditions, including extension of the cure periods or additional remedies for lenders; and provided further, Seller shall be responsible for Buyer’s reasonable costs associated with review, negotiation, execution and delivery of such documents, including attorney’s fees. Seller will agree that the Units and the Products will be free of liens other than permitted liens contemplated in the preceding sentence, as agreed to by the Parties.
Assignment and Change of Control. 22.1 This Agreement and the license rights granted hereunder, or any part thereof, may not be assigned or transferred by the Licensee without the prior written consent of the Licensor.
Assignment and Change of Control. (a) Executive shall not assign his rights or delegate the performance of these obligations hereunder without the prior written consent of the Company. Subject to the provisions of the preceding sentence, all the terms of this Employment Agreement shall be binding upon and shall inure to the benefit of the parties and their legal representatives, heirs, successors and assigns.
Assignment and Change of Control. (a) Neither this Agreement nor the licenses, rights or obligations hereunder may be assigned or delegated, including by operation of Law, merger, consolidation, asset sale, acquisition of securities or otherwise, by any Party without the prior express written consent of the other Party (which consent may be granted or withheld in the sole discretion of such other Party); provided that (i) a Change of Control of a Party is not, and will be deemed not to be, an assignment or delegation, or purported assignment or delegation, of this Agreement or a breach of this Section 5.1, and, subject to Section 5.1(c), the licenses and other rights granted pursuant to ARTICLE III shall survive any Change of Control of either Party, and (ii) each Party may assign this Agreement in whole and without the other Party’s consent to any Person that acquires all or substantially all of the assets and business operations of such Party; provided further that LSC may not in any case assign or delegate this Agreement or any licenses, rights or obligations hereunder to any Excluded Entity.
Assignment and Change of Control. 13.3.1. Neither Party may assign its rights or, except as expressly permitted hereunder, delegate its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part, without the prior written consent of the other Party, except that each Party shall have the right, without such consent, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates or its or their Sublicensees or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of its diabetes business; provided that the assigning or delegating Party shall provide written notice to the other Party within [**] after such assignment or delegation and shall remain primarily liable for the performance of its assignee or delegate. Any permitted successor of a Party or any permitted assignee of all of a Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunder in writing shall, upon any such succession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for the assigning Party, whereupon the assigning Party shall cease to be a party to this Agreement and shall cease to have any rights or obligations under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly delegated obligations of such Party shall be binding on and be enforceable against, the permitted successors and Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. assigns of such Party. Any attempted assignment or delegation in violation of this Section 13.3.1 shall be void and of no effect.
Assignment and Change of Control. 65 24.1............. Assignment. 65 24.2............. Indirect Transfers; Change of Control. 65 24.3............. Application to the CNH 66 24.4............. Effects of the Assignment or Change of Control. 66 24.5............. Prohibition on Liens. 67 24.6............. Invalidity 67 ARTICLE 25. INDEMNIFICATION 67
Assignment and Change of Control. Neither Party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other Party’s prior written consent.
Assignment and Change of Control. 18.1 This Agreement and the licenses herein granted shall be binding upon and inure to the benefit of the parties and their respective permitted assignees and successors in interest. Neither this Agreement nor any interest hereunder shall be assignable by a party without the prior written consent of the other party and any attempted assignment contrary to this Section 18.1 shall be void and without force and effect. Notwithstanding the foregoing; a party may assign this Agreement and all of its rights and obligations hereunder to any AFFILIATE or to any THIRD PARTY in connection with the transfer or sale of all or substantially all of its business or all or substantially all of its assets to which this Agreement relates, or in the event of its merger, consolidation, change in control or similar transaction, without obtaining the consent of the other party, provided that the assigning party remains liable under this Agreement and that the THIRD PARTY assignee or surviving entity assumes in writing all of its obligations under this Agreement.
