A ssignability. This Agreement may be assigned by Processor or Bank but may not be assigned by Merchant directly or by operation of law, without the prior written consent of Processor and Bank. Any such assignment in breach of this provision shall be null and void, ab initio. If Merchant nevertheless assigns this Agreement without the consent of Processor and Bank, the Agreement shall be binding upon the assignee. Bank will be immediately informed in writing of any such assignment.
A ssignability. This Guaranty is binding upon and inures to the benefit of the successors and assigns of Guarantor and TxDOT, but is not assignable by Guarantor without the prior written consent of TxDOT, which consent may be granted or withheld in TxDOT’s sole discretion. Any assignment by Guarantor effected in accordance with this Section 15 will not relieve Guarantor of its obligations and liabilities under this Guaranty.
A ssignability. This Agreement shall be assignable by a party hereto only with the prior written consent of the other parties.
A ssignability. The rights and responsibilities of Master Developer under this MDA may be Commented [CS31]: UTA (Xxx): Please review the below comment that was received by staff from an elected official and consider providing an explanation, or probably better yet, taking a shot at redrafting the “assignability” paragraph. This is generally difficult to understand and seems to be inconsistent and unnecessarily complex. For example, the first sentence implies consent of the City but in a subsequent sentence, it says that action can be taken without City consent. The last sentence is roughly constructed and if you pick it apart, it is lacking some grammatical structure. Not sure why the parenthetical statement needs to be in parentheses since it seems to be a major objective of the sentence and not an aside. Also, it mentions a “subdeveloper” but then goes to great lengths to make an attempt (unsuccessfully in my mind) to describe what an “Affiliate” means. It is not clear what the difference between a subdevelper and an affiliate means and what assignment criteria are applied to each. This paragraph needs to be reworked to say what is meant to say. Also it should be clearly stated that a subdeveloper, affiliate or any other entity is as completely bound to this document as the original party. That, I suppose, can be assumed but I think it should be explicitly stated.
A ssignability. Neither party may assign performance of the Agreement or any of its rights or delegate any of its duties under the Agreement without the prior written consent of the other party; provided, however that either party may assign its rights and obligations under the Agreement to any of its Affiliates, or to any entity into or with which it is merged, or that acquires all or substantially all of its assets, upon notice to the other party. Subject to the foregoing restriction on assignment, the Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
A ssignability. The Developer shall have the right with the City’s written approval, including fulfillment of any conditions contained in such approval, to assign or transfer this Agreement with allof their rights, title and interests therein to any person, firm or corporation at any time during the term of this Agreement. Developer shall provide the City with written notice of any intent to assign, or transfer all or a portion of the Project, at least 30 days in advance of such proposed action. Developer may free itself from further obligations relating to the assigned interest, if approved by City, provided that the permitted assignee expressly assumes the obligations under this Agreement as provided herein.
A ssignability. Grantee shall not assign its rights or obligations under this Agreement without the express written consent of CCF. Any purported assignment of this Agreement in contravention of this section shall be considered as a material breach of this Agreement. In the event that Grantee assigns its right and obligations under, CCF shall be permitted to immediately terminate this Agreement. Notwithstanding the foregoing, CCF reserves the right to assign its right and obligations under this Agreement.
