Assignment 12. 2.1 This Agreement shall not be assigned by the Manager without the prior written consent of CEG, except (i) pursuant to Section 2.3, (ii) in the case of assignment to a Person that is the Manager’s successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as the Manager is bound under this Agreement or (iii) to an Affiliate of the Manager or a Person that is, in the reasonable and good faith determination of the Board, an experienced and reputable manager, in which case the Affiliate or assignee shall be bound under this Agreement and by the terms of the assignment in the same manner as the Manager is bound under this Agreement. In
Assignment 12. .1. The Service Provider shall not assign the whole of contract to anybody else. However, some parts of contract or its obligations may be assigned to sub-contractors with the prior written approval of the procuring agency.
Assignment 12. .1. The Contractor shall not assign or sub-contract its obligations under the Contract, in whole or in part, except with the PLRA prior written consent. In case of written consent by PLRA, all the expenses of assignment shall be borne by Contractor including without limitation lawyers fee without any change in the terms of this contract, unless consented by the PLRA. The Contractor shall guarantee that any and all assignees / subcontractors of the Contractor shall, for performance of any part / whole of the services under the contract, comply fully with the terms and conditions of the Contract applicable to such part / whole of the services under the contract.
Assignment 12. 2.1 This Agreement shall not be assigned by the Manager without the prior written consent of CWEN, except (i) pursuant to Section 2.3, (ii) in the case of assignment to a Person that is the Manager’s successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as the Manager is bound under this Agreement or (iii) to an Affiliate of the Manager or a Person that is, in the reasonable and good faith determination of the Conflicts Committee, an experienced and reputable manager, in which case the Affiliate or assignee shall be bound under this Agreement and by the terms of the assignment in the same manner as the Manager is bound under this Agreement. In addition, provided, that the Manager provides prior written notice to the Service Recipients for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer or assignment of the Manager’s rights under this Agreement, including any amounts payable to the Manager under this Agreement, to a bona fide lender as security. 12.2.2 This Agreement shall not be assigned by any of the Service Recipients without the prior written consent of the Manager, except in the case of assignment by any such Service Recipient to a Person that is its successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as such Service Recipient is bound under this Agreement.
Assignment 12. 4.1 This Agreement or the rights or obligations under this Agreement shall not be assignable by any Party. 12.5
Assignment 12. 6.1 This Agreement shall bind and inure to the benefit of the Company and the Hotel and their respective successors, assigns, heirs and personal representatives. The Hotel shall be entitled to assign its rights and obligations under this Agreement, without the prior consent of the Company, provided that the Company's rights under this Agreement are not prejudiced by such assignment and providing the assignee first executes and delivers to the Company a copy of an assignment and assumption agreement and assumes all of the Hotel and _______'s obligations herein. The Company shall not be permitted to assign its obligations under this Agreement to any party other than an affiliate of the Company, without the prior consent of the Hotel, not unreasonably to be withheld. The Company is however specifically permitted to assign and/or encumber its rights under this Agreement, in whole or in part, including in relation to all or part of the Company's Share, to one or more third parties, at its discretion. 12.6.2 Notwithstanding anything to the contrary in this Agreement, the Company shall be fully entitled to discharge some or all of its duties under this Agreement by means of sub-contractors engaged by the Company, provided however that this shall in no way derogate from the Company's obligations and liability towards the Hotel for the full and faithful fulfillment of its obligations and undertakings under this Agreement. Any and all sub-contractors shall be subject to the Hotel's prior approval, not unreasonably to be withheld. Nothing herein shall be construed to create a relationship between the Hotel and any sub-contractor. 12.7 Entire Agreement This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous arrangements or understandings between the Parties with respect thereto. 12.8 No Joint Venture or Partnership Nothing in this Agreement shall be construed as creating a joint venture or partnership between the Parties and neither Party shall act as agent or representative of the other for any purpose and independent contractor relations alone shall subsist between the Parties under this Agreement. <PAGE> 12.9 Further Assurances Each Party shall take all reasonable steps so as to facilitate and cooperate with respect to the performance of the other Party's obligations under this Agreement. 12.10
