9Assignment Sample Clauses

9Assignment. This Agreement may not be assigned by either party without the written consent of the other, except that either party may assign its rights and obligations hereunder to a party controlling, controlled by, or under common control with such party.

9Assignment. A. Lender may at any time grant to one or more banks or other financial institutions (each a “Participant”) participating interests in the Secured Obligations owing to Lender. No Participant shall have any rights or benefits under this Agreement or any other Loan Document. In the event of any such grant by Lender of a participating interest to a Participant, Lender shall remain responsible for the performance of its obligations hereunder, and Borrowers shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement. Any agreement pursuant to which Lender may grant such a participating interest shall provide that Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement. B. Without in any way limiting the provisions of Section 10.9(A), Lender shall have the right to sell, transfer or assign participating interests in the Secured Obligations or to sell, transfer or assign other direct or indirect interests in the Loan or the Loan Documents and in the obligations of Lender under this Agreement and the other Loan Documents, in such amounts as deemed appropriate by Lender to one or more Persons. Lender may sell, transfer or assign all its interest in the Loan and the Loan Documents, and in the obligations of Lender under this Agreement and the other Loan Documents, to one or more Persons. Upon an assignment of all or a portion of Lender’s direct interest in the Loan and Loan Documents, and an assumption by the assignee of Lender’s obligations hereunder with respect to the portion of the Loan so assigned, Lender shall be released from its obligations hereunder with respect to the assigned interest from and after the date of such assignment. C. Borrowers may not sell, assign or transfer any interest in the Loan Documents, any Collateral (except as otherwise expressly permitted in the Loan Documents), or any portion of either of the foregoing (including, without limitation, Borrowers’ rights, title, interests, remedies, powers and duties hereunder and thereunder) and any such purported sale, assignment or transfer shall be null and void. D. Notwithstanding anything to the contrary herein contained, Borrowers authorize Lender to disclose to any Participant or transferee of the Loan (each, a “Transferee”) and any prospective Transferee ...

9Assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the Parties without the prior written consent of each of the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 11.9 shall be null and void, ab initio.

9Assignment. (a) Neither Party may assign this Agreement or assign or transfer any rights or obligations hereunder without the prior written consent of the other, which consent will not be unreasonable withheld, conditioned or delayed, except that a Party may make such an assignment or transfer without the other Party’s consent (i) to any Affiliate of such Party, or (ii) to any Third Party in connection with the sale of all or substantially all of the business or assets of such Party to which this Agreement relates [***], whether in a merger, combination, reorganization, sale of stock, sale of assets or other transaction; provided, however, that in each case (i) and (ii) that the assigning Party provides written notice to the other Party of such assignment and the assignee will have agreed in writing to be bound (or is otherwise required by operation of Applicable Law to be bound) in the same manner as such assigning Party hereunder. Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 20.9 will be null, void and of no legal effect. For clarity, the provisions of this Section 20.9 will not apply to or encompass sublicensing of the rights licensed to a Party under this Agreement. Subject to the terms of this Agreement and without limiting Section 2.9 or 10.5, each Party and its Affiliates and, in the case of Blueprint, its Sublicensees, will have the right to enter into subcontracts in connection with the exercise of its rights and the performance of its obligations under this Agreement and this Section 20.9 will not apply with respect thereto. [***].

9Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective heirs, successors and permitted assigns; provided that Merger Sub may assign (in whole but not in part) its rights and obligations under this Agreement to another wholly owned Subsidiary of Parent; provided, further, that any assignment pursuant to the preceding proviso shall not relieve Parent and Merger Sub of any obligation under this Agreement; and provided further, that Parent may collaterally assign its rights (but not its obligations) under this Agreement to any lender (including any Financing Source) providing financing to Parent or Merger Sub or otherwise in connection with the transactions contemplated hereby. Any purported assignment in contravention of this Section 10.9 shall be null and void.

9Assignment. Either Party may directly or indirectly, assign, sell, transfer, convey or encumber, whether by assignment, sale, farmout, pledge or otherwise (“Transfer”), all or any portion of its rights or obligations under this Agreement, any of such Party’s interest in the Assets or any other rights or interests obtained or acquired hereunder; provided, however, that no Party may Transfer all or any portion of such Party’s interest in the Assets if such Transfer would have any adverse impact on the validity of the pooled oil and gas unit memorialized by any Pooling Agreement.

9Assignment. (a) The Developer shall be permitted to assign the whole of the Premises (including an assignment by way of security) with the prior written consent of the Landlord (which will not be unreasonably withheld or delayed). (b) Without prejudice to any other grounds on which the Landlord may lawfully withhold consent to any assignment or to any other conditions which it may lawfully impose: (i) It shall not be reasonable for the Landlord to withhold or delay consent where the proposed assignee is of equal or greater financial strength than the Developer as at the date of this Lease; (ii) [The Landowner shall not be permitted to require the Developer to provide an Authorised Guarantee Agreement]; (iii) The Landlord may require the execution and delivery by the Assignee of a deed of covenant in a form approved by the Landlord acting reasonably that the assignee will from the date of assignment observe and perform the obligations of the Developer under this Lease; (a) The Developer may underlet the site of a substation, switchgear house, transformer or inverter building on the Premises to an electricity distribution network operator to which the Development connects and no consent of the Landlord shall be required provided that any such underlease shall be excluded from the security of tenure provisions of Part II of the 1954 Act. (b) Save as permitted in clause 3.10 (a) the Developer may not underlet the whole or any part of the Premises.

9Assignment. Except with the prior written consent of Generac, Distributor shall not transfer, including by merger, consolidation, or dissolution, (1) any discretion granted it under this Agreement, (2) any right that it has to satisfy a condition under this Agreement, (3) any remedy that it has under this Agreement, or (4) any obligation imposed on it under this Agreement. Any purported transfer in violation of this section will be void.

9Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

9Assignment. It is agreed that neither Party may assign such Party’s rights nor delegate such Party’s duties under this Agreement without the express written consent of the other Party, and any attempted such assignment without such express written consent shall be void. Notwithstanding the foregoing, Buyer may assign its rights under this Agreement to any direct or indirect wholly-owned subsidiary of Buyer without Seller’s consent; provided that no such assignment shall limit or affect Buyer’s obligations hereunder.