Assignability and Transferability. This Subscription Agreement is not transferable or assignable by the Investor without the prior written consent of the Company on behalf of the SPV, and any transfer or assignment in violation of this provision shall be null and void. The Interests in the SPV being acquired by Investor herein may only be transferred by Investor in compliance with Regulation Crowdfunding and the terms and conditions of this Agreement. If Investor seeks to transfer the Interests, Investor shall first give written notice to the Company and Wefunder Admin, LLC, including the number of Interests that Investor desires to transfer, the proposed price, the name and contact information of the proposed buyer, and any other information that the Company or Wefunder Admin, LLC may reasonably request. To the extent possible, such notice shall be provided through the Xxxxxxxx.xxx website. Any transfer of Interests shall be subject to execution by Investor and the proposed transferee of appropriate documentation, as may be required by the Company or Wefunder Admin, LLC, in their discretion. Investor further acknowledges that pursuant to the LLC Agreement, Wefunder Admin, LLC (as Series Manager of the SPV), may impose additional restrictions on or prohibit the Transfer of Interests for any reason or no reason, in its sole discretion.
Assignability and Transferability. Neither Party may assign any rights under this Contract without the written consent of the other Party, which is not be unreasonably withheld, and any attempt to do without that consent shall be void.
Assignability and Transferability. (a) No assignment of this Agreement for the purpose of administering the TNAS and no transfer of the obligations of any party shall be authorized or permitted, except that:
Assignability and Transferability. The City may assign this Agreement for administrative and operational purposes to an authority or authorities, provided, that if such an assignment should be made, such assignee shall be able to enforce the provisions of this Agreement pursuant to such assignment without the further consent of the City. Hardball shall have the right to sublicense the Suite portion of the Venue; provided, such sublicense abides by all of the applicable terms and conditions hereof (including Section X(A)(3)(a)) and which term shall not extend beyond Hardball’s Term. With the consent of the City, which consent shall not be unreasonably withheld, provided Hardball is not in default hereunder, Hardball may assign its rights and responsibilities as described herein to an entity (i) with operational and financial capabilities reasonably satisfactory to the City, and (ii) which provides a minor league professional affiliated baseball Club in the same manner and quality as contemplated hereunder, and (iii) which assumes all obligations of Hardball under this Agreement. Any change of management or control of Hardball that results in Hardball no longer being under the control of Xxxxx Xxxxxx, or in the event of a sale or transfer of control of more than 51% of equity ownership of Hardball Capital LLC or the Club, shall also constitute an assignment requiring the City’s consent hereunder. No assignment by Hardball that is permitted by this Agreement, including this Article XXII, that requires the approval of any Baseball Authority shall be effective until such approval is obtained by Hardball and provided in writing to the City.
Assignability and Transferability. The indemnity -------------------------------------------- set forth in subsection (a) of this Section 11.18 shall survive any exercise by Lender or Lender of any remedies under this Agreement or any Loan Document, including without limitation any power of sale, and shall not merge with any deed or xxxx of sale given by Borrower to Lender in lieu of foreclosure or any deed or xxxx of sale given pursuant to a foreclosure. It is agreed and intended by Borrowers and Lender that the indemnity set forth above in subsection (a) of this Section 11.18 may be assigned or otherwise transferred by Lender to its successors and assigns and to any subsequent purchasers of all or any portion of any Collateral by, through or under Lender, without notice to Borrowers and without any further consent of any other Person. To the extent consent to any such assignment or transfer is required by applicable law, advance consent to any such assignment or transfer is hereby given by Borrower in order to maximize the extent and effect of the warranties, representations, and indemnity given hereby.
Assignability and Transferability. The City may assign this Agreement for administrative and operational purposes to an authority or authorities, provided, that if such an assignment should be made, such assignee shall be able to enforce the provisions of this Agreement pursuant to such assignment without the further consent of the City. Hardball shall have the right to sublicense the Suite portion of the Stadium; provided, such sublicense abides by all of the applicable terms and conditions hereof and which term shall not extend beyond Hardball's Term. With the consent of the City, which consent shall not be unreasonably withheld, provided Hardball is not in default hereunder, Hardball may assign its rights and responsibilities as described herein and in the related Stadium Management Agreement to an entity (i) with operational and financial capabilities reasonably satisfactory to the City, and
Assignability and Transferability. All of Assignor’s rights, titles and interests to the Patent Rights and Technology can be validly assigned and transferred to Assignee and the consummation of the transactions contemplated by this Agreement will vest in Assignee all of Assignor’s right, title and interest in and to the Patent Rights, Technology, and Deliverables free and clear, except as set forth in Exhibit D.
Assignability and Transferability. 8.1. Except as specifically provided in this Section 8, the rights and obligations granted to and undertaken by a Party shall not be assignable or transferable, in whole or in part, by act of that Party or by operation of law without the express written consent of the other Party, and any purported but unauthorized assignment or delegation shall be null and void. The licenses granted in Section 2 of this Agreement by each Party to the other are personal and may not be transferred. Such licenses are granted to the Parties as they are constituted as of the Effective Date and, except as specifically provided in this Section 8, such licenses shall not extend to Products of entities acquired by either Party after the Effective Date and such acquired Products shall not be considered Licensed Products.
8.2. If one Party (the "Transferring Party") transfers a product line after the Agreement Date, either as part of, or separate from, a disposition of an Affiliate to any third party, and if such transfer includes at least one marketable product and tangible assets having a net value of at least twenty-five million US dollars ($25,000,000.00), then after written request to the other Party hereto jointly by the Transferring Party and such third party within sixty (60) days following the transfer, the other Party hereto agrees to grant a royalty-free license (under the same terms as the license granted to the Transferring Party herein) under its Licensed Patents for Licensed Products (as defined between the Transferring Party and the other Party hereto) of such product line to the ex-Affiliate in the case of a disposition of a Affiliate, or to such third party if not such a disposition, (each referred to as the "Recipient") provided that:
a) This Section 8 of this Agreement shall be omitted from the license granted to the Recipient; and
b) if the Recipient and such other Party are in patent infringement or validity litigation with each other on the date of such transfer, such other Party may refuse to enter into any patent license pursuant to this Section 8.2, or if Recipient later institutes or threatens patent infringement or validity litigation against such other Party after the date of such transfer, then such other Party may revoke such license to Recipient; and
c) the license granted to the Recipient shall terminate if the license granted to the Transferring Party terminates or is terminated for any reason; and
d) Licensed Patents shall be limited to those liste...
Assignability and Transferability. Contractor shall not assign its rights or delegate its duties arising from this Agreement without the prior written consent of Health Choice One.
Assignability and Transferability. The City may assign this Agreement for administrative and operational purposes to an authority or authorities, provided, that if such an assignment should be made, such assignee shall be able to enforce the provisions of this Agreement pursuant to such assignment without the further consent of the City. Licensee shall have the right to sublicense the Suite portion of the Stadium; provided, such sublicense abides by all of the applicable terms and conditions hereof and which term shall not extend beyond Licensee’s Term. With the consent of the City, which consent shall not be unreasonably withheld, provided Licensee is not in default hereunder, Licensee may assign its rights and responsibilities as described herein to an entity (i) with operational and financial capabilities reasonably satisfactory to the City, and
