11Assignment Sample Clauses

11Assignment. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. This Agreement will not be assignable or delegable by either Party without the prior written consent of the other Party; provided, however, Sellers agree and acknowledge that Buyer is permitted to collaterally assign all of Sellers’ representations, warranties and indemnifications hereunder to, and for the benefit of, any lender to Buyer or its Affiliates.

11Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither AQSP on the one hand, nor the Company on the other hand, may assign its rights or obligations hereunder without the prior written consent of the other party. No assignment shall relieve the assigning party of any of its obligations hereunder.

11Assignment. This Agreement and any of the documents related hereto and the rights, duties, or obligations thereunder may not be assigned by the Applicant without the written consent of the Commissioner. Any assignment made without the written consent of the Commissioner shall be void and of no force or effect.

11Assignment. The Lender may assign its rights and obligations under this Agreement and the Other Agreements with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing, in which case no such consent will be required), such consent not to be unreasonably withheld or delayed; provided that, notwithstanding anything to the contrary contained herein, the Lender may not assign any of its rights or obligations under this Agreement or any Other Agreement prior to the fifteen (15) month anniversary of the Closing Date. For the avoidance of doubt, nothing herein, including the provisions of this Section 10.11, shall restrict the Lender’s right to pledge or collaterally assign its rights hereunder and under each Other Agreement to its lenders and the consent of the Borrowers shall not be required for any such pledge or collateral assignment. No Borrower may assign any of its rights or obligations under this Agreement or the Other Agreements without the prior written consent of the Lender.

11Assignment. The Company may not assign any of its rights or obligations under this Agreement. The Company agrees that the Nominee may at any time during the currency of this Agreement transfer by way of novation its rights and obligations under this Agreement, and, upon completion of any such novation (including the assumption by the transferee of all of Nominee’s remaining obligations under this Agreement), the Nominee shall be released from, and shall have no further obligations under, this Agreement. The Company shall promptly execute all documents reasonably requested by the Nominee to effect, perfect, record or implement any such novation, and shall promptly comply with any other reasonable requests of the Nominee or its successors or assigns in respect of any such novation.

11Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party. However, a Party may, even without consent of the other Party, assign this Agreement to an entity (i) to which the assigning Party transfers all or a substantial part of its assets, or (ii) with which the assigning Party merges, reorganizes, or consolidates, or (iii) which otherwise acquires control of the assigning Party.

11Assignment. This Agreement shall not be assignable or otherwise transferred, nor may any right or obligations hereunder be assigned or transferred (except as otherwise expressly stated in this Agreement), by either Party to any Third Party without the prior written consent of the other Party; except that (a) Arena may assign its rights to receive royalty payments and other payments under this Agreement to a Third Party without Eisai’s consent and (b) either Party may assign or otherwise transfer this Agreement without the consent of the other Party to a successor in interest that acquires all or substantially all of the business or assets of the assigning Party to which this Agreement relates, whether by merger, acquisition or otherwise; provided, that the successor in interest assumes this Agreement in writing or by operation of law; provided, that Eisai shall not have the right to assign this Agreement under the preceding clause prior to the expiration of the first 18 months after the Effective Date without Arena’s prior written consent, which may be granted or withheld in Arena’s sole discretion. In addition, either Party shall have the right to assign, sublicense, subcontract or delegate this Agreement or any or all of its obligations or rights hereunder to an Affiliate upon written notice to the other Party; provided, that the assigning, sublicensing, subcontracting or delegating Party hereby guarantees and shall remain fully and unconditionally obligated and responsible for the full and complete performance of this Agreement by such Affiliate and in no event such assignment, sublicensing, subcontracting or delegation be deemed to relieve such Party’s liabilities or obligations to the other Party under this Agreement. The other Party shall, at the request and expense of the assigning, sublicensing, subcontracting or delegating Party, enter into such supplemental agreements with the applicable Affiliates as may be necessary or advisable to permit such Affiliates to avail itself of any rights or perform any obligations of the assigning, sublicensing, subcontracting or delegating Party hereunder. Subject to the foregoing, this Agreement shall inure to the benefit of each Party, its successors and permitted assigns. Any assignment of this Agreement in contravention of this Section 15.11 shall be null and void.

11Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights or liabilities under this Agreement without the prior written consent of the other parties to this Agreement, which any such party may withhold in its absolute discretion. Any purported assignment in violation of the foregoing shall be void.

11Assignment. No party may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Parties to this Agreement; provided, however, that rights and obligations under this Agreement may be transferred and assigned to a Permitted Transferee (as defined in the Stockholder Agreement) pursuant to the Transfer by a Party of its capital stock in Pocket Games to such Permitted Transferee.

11Assignment. This Agreement is personal to Subcontractor. Subcontractor shall not assign this Agreement or its proceeds nor subcontract neither the whole nor any part of the Subcontract Work without prior written approval of Contractor and acknowledgement of all terms of assignment, including the obligations for adjustments and return to Contractor of overpayments. Any assignment without such approval shall be invalid, unenforceable and void.