ASSIGNMENT; AFFILIATES. Neither Party shall have the right to assign any or all of its rights or obligations under this MOU without the other Party’s prior written consent, which consent shall not unreasonably be withheld. Notwithstanding the foregoing, prior written consent shall not be required (i) in case of an assignment of rights or obligations to an affiliate of the assignor and provided that the assignor procures that any such affiliate assigns such rights back to the assignor immediately before ceasing to be an affiliate of the assignor and, in the case of LANXESS, LANXESS agrees to be responsible and primarily liable for the performance of its affiliate under this MOU or the Agreement, as applicable, or (ii) in connection with a merger, consolidation, or a sale of all or substantially all of party’s assets or relevant business to which the MOU or the Agreement are attributable, to a third Party, except if such merger, consolidation or sale is with a competitor of the other Party. LANXESS shall have the right to utilize its affiliate SALTIGO GmbH in the performance of services under the MOU and/or the Agreement, provided however, LANXESS cannot use any facility other than the SALTIGO GmbH plant at the [***] site to manufacture Product. LANXESS shall remain responsible and primarily liable for the performance of its affiliate SALTIGO GmbH.
ASSIGNMENT; AFFILIATES. This Agreement shall be binding upon and inure to the benefit of the successors, heirs, representatives and assigns of each party hereto, but no rights, obligations or liabilities hereunder shall be assignable by any party without the prior written consent of the other party; PROVIDED, HOWEVER, that HSNS may assign any of its rights, obligations or liabilities hereunder to any affiliate of HSNS provided that HSNS guarantees the performance of such affiliate. For purpose of this Agreement, the term "affiliate" means any person, firm or corporation which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified.
ASSIGNMENT; AFFILIATES. Neither party may assign its rights under this Agreement or any interest therein, or attempt to have any other person or entity assume its obligations under this Agreement, without the prior written consent of the other party hereto. However, the parties agree that all rights granted to ABCN hereunder are also applicable, in whole or in part, to Affiliates of ABCN for use in connection with the ABCN System. The parties also agree that HTS shall draw upon the resources of the other EchoStar Affiliates as it deems reasonably necessary to perform its obligations hereunder. HTS represents and warrants to ABCN that among the various EchoStar Affiliates, HTS is the EchoStar Affiliate with the ownership of or other rights to the EchoStar Software, Licensed Receiver Products, and other matters which are the subject of this Agreement or, to the extent HTS is not the owner or rights holder, HTS has obtained access to the personnel and resources of the applicable EchoStar Affiliates necessary for HTS to perform fully the obligations of HTS hereunder. To the extent that HTS is the possessor of the personnel, assets or knowledge necessary to perform any other EchoStar Affiliate's obligations under any of the other Transaction Documents, HTS shall make the same available to such other EchoStar Affiliate (without any cost to or obligation by ABCN) as necessary or appropriate for such other EchoStar Affiliate to perform such other obligations under such other Transaction Documents. Each of ABCN and HTS may assign its rights and liabilities to an Affiliate, provided that ABCN and HTS shall remain responsible for their respective obligations hereunder, notwithstanding any such assignment.
ASSIGNMENT; AFFILIATES. 26.1 Neither Party shall assign or otherwise transfer this Agreement or any of its rights or obligations
26.3 Neither Party will do indirectly, through an Affiliate or otherwise, anything that this Agreement would prohibit such Party from doing directly.
ASSIGNMENT; AFFILIATES. Section 16.01.
ASSIGNMENT; AFFILIATES. This Agreement, including without limitation Section 9.2, will be binding upon and inure to the benefit of the successors, heirs, beneficiaries, representatives and assigns of each party hereto, including without limitation the beneficiaries of any trust which is a party hereto, but no rights, obligations or liabilities hereunder will be assignable by any party without the prior written consent of the other party except as provided in Section 1.4.
ASSIGNMENT; AFFILIATES. This Agreement and the rights hereunder are not assignable or transferable without the prior written consent of the other party, except that Right Networks may freely assign any or all of its rights hereunder to any Affiliate or successor-in-interest of Right Networks. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.
ASSIGNMENT; AFFILIATES. The Associated Agreements bind and benefit you, your and our respective successors. You may not assign or delegate any of your rights or obligations under this Agreement without our prior written consent. You specifically authorize us to share with our affiliates, subsidiaries, and parent company (collectively “Affiliates”) information and documents relating to your deposit accounts, Services, credit facilities, and financial condition. This Agreement is not intended to benefit anyone other than you, our Affiliates, and us.
ASSIGNMENT; AFFILIATES. Neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferable, in whole or in part, by a Party without the prior written consent of the other Party, except that each Party shall have the right, without such consent, to effect such assignment or transfer, in whole but not in part: (i) to any of its Affiliates (provided, however, that under this clause (i) the assigning Party shall remain responsible to the other Party for the performance of any such assigned or transferred obligations), or (ii) to any successor in interest (whether by merger, acquisition or asset purchase) to all or substantially all of the business to which this Agreement relates including, for clarity, in the case of Foresight, to any successor in interest to its business with respect to the Foresight Assay(s) intended for use with any Company Product; provided that as to clauses (i) and (ii) such Affiliate or successor in interest assumes all obligations under this Agreement; and, the assigning or transferring Party shall provide written notice to the other Party within [***] after such assignment or transfer. All validly assigned or transferred rights or obligations of a Party shall inure to the benefit of and be enforceable by, or be binding on and be enforceable against, as applicable, the permitted successors and assigns of such Party. Any attempted assignment or other transfer in violation of this Section 12.3 shall be void and of no effect.
ASSIGNMENT; AFFILIATES. (a) Neither Party may assign its rights and obligations under this Agreement without the prior written consent of the other Party, except that either Party may make such assignment, in whole or in party, without the prior written consent of the other Party to an Affiliate (so long as such Affiliate remains an Affiliate of such Party). The assigning Party will remain jointly and severally liable with such Affiliate with respect to all obligations so assigned. Any purported assignment in contravention of this Section 14.3 will, at the option of the non-assigning Party, be null and void and of no effect. No assignment will release either Party from responsibility for the performance of any accrued obligation of such Party hereunder. This Agreement will be binding upon and enforceable against the successor to or any permitted assignee from either of the Parties.
(b) Each Party agrees that, notwithstanding any provisions of this Agreement to the contrary, including the definition of “Affiliate” in Section 1.2:
(i) Agenus may assign this Agreement in whole or in part to a Third Party in connection with a Change in Control, subject to Section 14.3(b)(ii).
(ii) In the event that this Agreement is assigned by Agenus in connection with a Change in Control or Agenus otherwise undergoes a Change in Control, Betta will not be entitled to any rights or access to Patent Rights or Know-How of the assignee or acquirer of Agenus, or of any Person who was an Affiliate of such assignee or acquirer immediately prior to such Change in Control to the extent that such Patent Rights or Know-How were Controlled by such Person immediately prior to the consummation of such Change in Control.
