Assignment to Non-Affiliates Sample Clauses

Assignment to Non-Affiliates. Either Party may assign any of its rights or obligations under this Agreement or its ownership interest in Joint Patents to a non-Affiliate only in connection with a merger or similar reorganization or the sale of all or substantially all of its assets, or otherwise with the prior written consent of the other Party. This Agreement shall survive any such merger or reorganization of either Party with or into, or such sale of assets to, a Third Party and no consent for such merger, reorganization or sale shall be required hereunder; provided, that in the event of such merger, reorganization or sale, no intellectual property rights of the acquiring corporation shall be included in the Patents licensed. [*#*]CONFIDENTIAL TREATMENT REQUESTED
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Assignment to Non-Affiliates. Sale or Merger. Neither KH, Geron nor P&U shall have the right to assign any or all of its rights under this Agreement to any Third Party without the prior written consent of the other parties. Notwithstanding the foregoing, but, in the case of Geron, subject to the terms of Section 17.5 of the P&U Agreement, any party may assign all of its rights or obligations under this Agreement without the other party's consent (i) to any Affiliate provided that such Affiliate is also assigned the related business and assets which are the subject of this Agreement and (ii) in connection with the sale of all or substantially all of the assigning party's related business, whether by merger, stock sale, or other transaction; provided that in any case, such assignment shall not relieve such party of its responsibilities for performance of its obligations under this Agreement. This Agreement shall survive any merger of either party with or into another party.
Sample 1Sample 2
Assignment to Non-Affiliates. Myogen may assign any of its rights or obligations under this Agreement to a non-Affiliate only in connection with a merger or similar reorganization or the sale of all or substantially all of its assets to which this Agreement relates, or otherwise with the prior written consent of Sublicensee. Neither Sublicensee nor any Affiliate of Sublicensee may assign any of its rights or obligations under this Agreement to a non-Affiliate (including transfer of the Trademarks to any Third Party) without Myogen's prior written consent. Subject to the preceding sentence, this Agreement shall survive any merger or reorganization of either Party with or into, or such sale of assets to, a Third Party; provided, that in the event of such merger, reorganization or sale, no intellectual property rights of the acquiring corporation shall be included in the patents licensed. The foregoing notwithstanding, Sublicensee may transfer the Trademarks to Third Parties and lease such Trademarks back from such Third Parties in connection with financing transactions; provided that such transfer is subject to those licensing obligations of Sublicensee set forth in Article 9.4.
Sample 1
Assignment to Non-Affiliates. Sale or Merger. Neither party may assign its rights or obligations under this Agreement except as expressly provided elsewhere in this Agreement or in accordance with the remainder of this paragraph. Either party may assign its rights or obligations under this Agreement in connection with the sale of all or substantially all of the assigning party's related business. This Agreement shall survive any merger of either party with or into another party and no consent shall be required hereunder; provided, that in the event of such merger, no intellectual property rights of the Third Party that is a party to the merger or its Affiliate shall be included in the GenQuest Technology or the Corixa Technology, as applicable, to the extent that such intellectual property rights were Controlled by the Third Party or its Affiliate prior to the merger, or are created outside the Research Plan by personnel who were not employees of GenQuest or Corixa, respectively, prior to the merger. Following the Put Option Expiration under the Put/Call Agreement after an assignment of this Agreement by Corixa, GenQuest may upon notice to Corixa terminate the Research Term, in which case the Research Term shall be deemed to end for all purposes of this Agreement upon Corixa's receipt of such notice. 16.2
Sample 1
Assignment to Non-Affiliates. Sale or Merger. Neither party may assign its rights or obligations under this Agreement except as expressly provided elsewhere in this Agreement or in accordance with the remainder of this paragraph. Either party may assign its rights or obligations under this Agreement in connection with the sale of all or substantially all of the assigning party's related business. This Agreement shall survive any merger of either party with or into another party and no consent shall be required hereunder; provided, that in the event of such merger, no intellectual property rights of the Third Party that is a party to the merger or its Affiliate shall be included in the GenQuest Technology or the Corixa Technology, as applicable, to the extent that such intellectual property rights were Controlled by the Third Party or its Affiliate prior to the merger, or are created outside the Research Plan by personnel who were not employees of GenQuest or Corixa, respectively, prior to the merger. [***]
Sample 1
Assignment to Non-Affiliates. With the exception Environmental Attributes, this Agreement may not be assign to the non-assigning Parties, to or under this Agreement; (ii) the rty hereunder unless the assignee Agreement; and (iii) the assignee without the prior written consent of the other Parties. Suc assignee agrees in writing, in form and substance satisfact assume and to perform each and every obligation of the ass assignment does not impair any security given by the assignin posts replacement security which meets the requirements of t has obtained, prior to the assignment, such Authorizations as and Regulations. Any assignment in violation hereof shall be null and void and shall constitute an Event of Default by the assigning Party.
Sample 1
Assignment to Non-Affiliates. The Developer shall have the right to assign, in whole or in part, its rights, interests and obligations under this Agreement to a third party which is not an Affiliate of Developer during the term of this Agreement only with the written approval of the City Manager. Approval shall not be unreasonably withheld, conditioned, or delayed provided:
Sample 1
AutoNDA by SimpleDocs

Related to Assignment to Non-Affiliates

  • ASSIGNMENT TO AN AFFILIATE This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

  • Assignment; Third Parties Neither the Executive nor the Company may assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of his or its respective rights or obligations hereunder, without the prior written consent of the other. The parties agree and acknowledge that each of the Companies and the stockholders and investors therein are intended to be third party beneficiaries of, and have rights and interests in respect of, Executive’s agreements set forth in Sections 7, 8 and 9.

  • No Assignment to Natural Persons No such assignment shall be made to a natural person.

  • ASSIGNMENT AND XXXX OF SALE This ASSIGNMENT AND XXXX OF SALE is made, delivered and effective as of March 9, 2021, by Xxxx Wealth, Inc., a Delaware corporation (the “Transferor”), in favor of Series Gallery Drop 087, a Series of Xxxx Gallery LLC, a Delaware series limited liability company (the “Transferee”).

  • Non-Assignment; Successors Neither party hereto may assign his/her or its rights or delegate his/hers or its duties under this Agreement without the prior written consent of the other party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale or all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns or designees of Executive to the extent of any payments due to them hereunder. As used in this Agreement, the term “Company” shall be deemed to refer to any such successor or assign of the Company referred to in the preceding sentence.

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

  • Assignment Prohibited No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

  • Assignment and Replacement The Servicer acknowledges and agrees that in the event that the Master Servicer resigns as Master Servicer under this Agreement, any successor master servicer has the right to assume the Master Servicer's rights and obligations and to enforce the Servicer's obligations under this Agreement.

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

Time is Money Join Law Insider Premium to draft better contracts faster.