Nonassignability definition

Nonassignability. Except as otherwise provided in this Agreement, no Party shall be entitled to transfer, assign, convey, sell, encumber, or in any way alienate ("Transfer") all or any part of its rights or obligations under this Agreement, except that a Party may at any time, with the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed) Transfer all, but not less than all, of its rights and obligations under this Agreement to any entity that owns or acquires a controlling portion of the stock or assets of such Party, and such rights and obligations may only be Transferred by any such assignee subject to the provisions of this Article 11. Transfers in violation of this Article 11 or in violation of any other provision of this Agreement shall be void ab initio and of no effect whatsoever.
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Nonassignability. This Commitment is not assignable by Borrower by operation of law or otherwise without the prior written consent of Lender, which may be withheld by Lender in its sole discretion, for any reason or no reason. CHOICE OF LAW; This Commitment shall be governed by the WAIVER: internal laws (as opposed to the conflicts of law provisions) and decisions of the State of New Jersey. Borrower waives all rights to special, incidental, punitive or consequential damages that may be alleged to arise out of or relate to this Commitment or any transaction contemplated hereunder.
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Nonassignability. Neither the Loan nor any advance thereunder may be assigned by Borrower without the prior written consent of Bank. Neither the Loan nor any advances hereunder shall be subject to the process of any court upon legal action by or against Borrower, its stockholders, its partners, or by or against anyone claiming under or through Borrowers or its stockholders or partners. For the purposes of this Agreement, the Loan shall remain in the custody of Bank until Borrower complies with each and all of the provisions hereof; provided, however, that nothing herein contained shall be considered as in any way modifying, affecting or subordinating the obligations heretofore given or to be given by Borrower as security for the Loan and the same shall be and remain in full force and effect, this Agreement being intended only as additional security and protection for the Loan and to assure its use for the purposes intended by Bank and Borrower.
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Examples of Nonassignability in a sentence

  • Pursuant to Section 22 above (Non-assignability) of this Agreement, Administrative Agent may sell, transfer and convey or allocate certain Purchased Assets and Contributed Assets and the related Repurchase Assets and related Transactions to certain affiliates of Administrative Agent and/or one (1) or more CP Conduits (the “Additional Buyers”).

  • Nonassignability Except in the case of your death or Disability, as set forth above, or in this paragraph, the Option is not assignable or transferable, or payable to or exercisable by anyone other than you.

  • General 16 Section 2.2 Transfer of Assets and Assumption of Liabilities 16 Section 2.3 Treatment of Commingled Contracts 19 Section 2.4 Termination of Intercompany Contracts 19 Section 2.5 Intercompany Accounts 20 Section 2.6 Nonassignability of Assets and Liabilities 20 Section 2.7 Wrong Pockets 22 Section 2.8 Novation of Liabilities.

  • Nonassignability - The Participant's rights and interest in the Performance Shares may not be assigned, pledged, or transferred except, in the event of death, to a designated beneficiary or by will or by the laws of descent and distribution.

  • Nonassignability, the County having consented, authorized and approved the transfers of any and all interest in and to Growing Santa ▇▇▇▇ Enterprises, LLC, a Florida limited liability company, as “Contractor” under this contract and all amendments thereof from Growing Santa ▇▇▇▇ Enterprises, LLC, a Florida limited liability company, to a new Florida limited liability company which is wholly owned by ▇▇▇▇▇▇▇ ▇.

  • Nonassignability - The Participant's rights and interest in the Restricted Stock may not be assigned, pledged, or transferred prior to the expiration of the Restriction Period except, in the event of death, to a designated beneficiary or by will or by the laws of descent and distribution.

  • The Grantee further acknowledges having read and specifically approves the following sections of the Agreement: Performance Categories, Determining the Number of PSUs Earned, Non-assignability, Responsibility for Taxes, Nature of Grant, Confidentiality; Non-Competition and Non-Solicitation Covenants, Language, Electronic Delivery and Participation, Governing Law / Venue, Successors and Assigns, Repayment Obligation, Appendix, Imposition of Other Requirements, and Waiver.

  • To exercise the Option as to all or any part of the shares covered thereby, the Grantee (or after his or her death, the person authorized to exercise the Option, as provided in paragraph 4 above, "Non-assignability", if unable to do so in person), shall deliver written notice of such exercise to the Company official designated by the Committee (or, in absence of such designation, the Secretary of the Company).

  • Nonassignability..................................................

  • This Agreement may be terminated by the non defaulting party if any of the following events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; (2) if either party fails to strictly comply with the provisions of Section 6 (Confidentiality) or makes an assignment in violation of Section 11 (Non-assignability).

Related to Nonassignability

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

  • Transferable Permits has the meaning set forth in Section 2.1(d).

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

  • Restriction of Use means, in respect of any day, any difference from the normal capability of all or any part of the Routes (where the normal capability of the Routes is expressed in the Applicable Timetable Planning Rules relevant to that day notified to each Timetable Participant on or before D-26) which results in:

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).