1Assignment; Binding Effect Sample Clauses
The "Assignment; Binding Effect" clause defines whether and how a party may transfer its rights or obligations under the agreement to another party, and clarifies that the contract's terms are binding on successors and permitted assigns. Typically, this clause restricts assignment without the other party's consent, ensuring that neither party can unilaterally delegate responsibilities or benefits to third parties. Its core function is to maintain control over who is bound by or benefits from the contract, thereby preventing unwanted or unexpected changes in the parties involved.
1Assignment; Binding Effect. This Agreement may not be assigned by the Executive, but may be assigned by the Company to any successor to its business and will inure to the benefit of and be binding upon any such successor. Subject to the foregoing provisions restricting assignment, all covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors, assigns, heirs, and personal representatives.
1Assignment; Binding Effect. This Agreement shall not be assignable by either Party hereto without the prior written consent of the other Party, provided that each Party may assign or otherwise transfer this Agreement, without the consent of the other Party (i) to any of its Affiliates, or (ii) in connection with the transfer or sale of all or substantially all of its business or assets related to this Agreement, or (iii) in connection with a merger, acquisition or other similar transaction involving the assigning Party. This Agreement shall be assigned in whole to any successor-in-interest of Passage Bio. Additionally, in connection with any Divestiture, Passage Bio shall have the right to bifurcate and assign this Agreement, solely with respect to the applicable Passage Bio Active Product(s) that is the subject of such Divestiture, to the applicable Divestee, with notice to Catalent in accordance with Section 19.2(c) hereof.
1Assignment; Binding Effect. (a) Except for assignments to Affiliates, neither Buyer nor Seller shall, without the prior written consent of the other, which consent will not be unreasonably withheld, conditioned or delayed, assign, pledge or transfer all or any part of, or any right or obligation under, this Master PPA or any Agreement, whether voluntarily or by operation of Law, and any such assignment or transfer without such consent will be null and void.
(b) Notwithstanding the foregoing, Seller may, without the prior written consent of Buyer, assign, or otherwise directly or indirectly transfer all or any part of, or any right or obligation under this Master PPA or any Agreement (i) to any party that acquires Seller or all or substantially all of Seller’s assets; (ii) for security purposes in connection with any financing or other financial arrangements regarding SEF; (iii) to any Financing Party; (iv) to any Qualified Assignee or (v) to an entity that enters into an agreement with a Qualified Assignee pursuant to which (1) such Qualified Assignee shall be responsible for SEF operation and maintenance under this Master PPA and the applicable Agreement and (2) Seller shall have granted to the Qualified Assignee all other rights granted to Seller herein necessary for operation and maintenance of SEF (each, a “Permitted Transfer”). Seller shall deliver notice of any Permitted Transfer to Buyer in writing within thirty (30) days. ▇▇▇▇▇ agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is requested by Seller in connection with any Permitted Transfer, including the assignment requirements in the State's Accounting Manual.
(c) Subject to the foregoing restrictions on assignment, this Master PPA and each Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.