Assignment and adherence Sample Clauses

Assignment and adherence. (a) This Agreement shall be binding on the parties hereto and their respective successors and assigns. (b) None of the parties hereto shall be entitled to assign this Agreement or any of its rights or obligations under this Agreement. (c) As a condition to any Qualifying Subsidiary becoming a Shareholder pursuant to Clause 9.2, the transferring Shareholder shall procure that such Qualifying Subsidiary adheres to this Agreement by executing (and delivering to the other parties to this Agreement) a deed of adherence substantially in the form set out in Schedule 2.
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Assignment and adherence. This Agreement shall be binding on the parties hereto and their respective successors and assigns.
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Assignment and adherence. 14.1 Subject to Clauses 14.2 and 14.3, no Party shall assign or in any other way dispose of any of its rights or obligations under this Agreement. 14.2 The Investor may, without the consent of the other Parties, assign its rights under this Agreement to any Affiliate provided that such assignment is on terms that the assignee shall not be entitled to assign to any party other than the Investor or any of its or their Affiliates. 14.3 Except with the prior written consent of an A Director, no Shares shall be allotted or transferred to any person who is not already a party to this Agreement (a New Party) unless at the time of or prior to such allotment or transfer he (or, if he is a nominee of another person, that other person) enters into a Deed of Adherence in the following capacity: (a) a Manager: if the New Party is, or it is proposed that he should become, an employee of a member of the Group; and/or (b) an A Shareholder: if the New Party is a transferee of an A Shareholder or is to be allotted A Shares; and/or (c) a B Shareholder: if the New Party is a transferee of a B Shareholder or is to be allotted B Shares; and (d) a Party: in all cases. 14.4 A New Party who enters into a Deed of Adherence as a Manager, an A Shareholder, a B Shareholder and/or a Party shall, subject to such Deed of Adherence being duly entered into, have all the rights and obligations as if he were named in this Agreement as a Manager, an A Shareholder, a B Shareholder and/or a Party (as the case may be) except that, in the case of a Manager, he will have no liability or obligations in respect of the Warranties. 14.5 The A Directors may together determine, notwithstanding Clause 14.3 above, that the New Party should enter into a Deed of Adherence in a different capacity to that required by Clause 14.3 and may also agree such amendment(s) to the Deed of Adherence as they consider appropriate in the circumstances.
Sample 1
Assignment and adherence. Neither Party may otherwise assign the Agreement in whole or in part without the prior written and explicit consent of the other Party, which consent will not be unreasonably withheld or delayed, such as in case of corporate restructuring of the other Party’s business, including in cases where all or substantially all of the assets are sold to or merged or consolidated with another party, or there is material change in its ownership or control. Notwithstanding the foregoing, the Client may at any time assign the Agreement and Execution Details to an Affiliate, in whole or in part, or let an Affiliate adhere to the Agreement or Execution Details upon prior written notification to the Provider. Assignment or adherence may under no circumstances result in additional invoicing or in changes to the prices and other terms established under the Agreement.
Sample 1
Assignment and adherence. ‌ 20.1 Except with the prior written consent of the Investor, no Party shall assign or in any other way dispose of any of its rights or obligations under this Agreement. 20.2 Except with the prior written consent of the Investor, no Securities shall be allotted or transferred to any person who is not already a party to this Agreement (a "New Shareholder") unless at the time of or prior to such allotment or transfer he or it (or, if he or it is a nominee of another person, that other person) enters into a Deed of Adherence in the following capacity:‌ 20.2.1 MIL: on a joint and several basis with MIL, if the Securities have been transferred to the New Shareholder by MIL; 20.2.2 a Manager: if the New Shareholder is, or it is proposed that he should become, an employee or a director of a member of the Group; 20.2.3 an Investor: if the New Shareholder is an Investor Affiliate or otherwise an Institutional Investor; and 20.2.4 a Party: in all other cases. 20.3 A New Shareholder who enters into a Deed of Adherence as MIL, a Manager, Investor or a Party shall, subject to such Deed of Adherence being duly entered into, have all the rights and obligations as if he were named in this Agreement as MIL, a Manager, Investor or a Party (as the case may be).‌ 20.4 The Investor may determine (acting reasonably), notwithstanding Clause 20.2 above, that the New Shareholder should enter into a Deed of Adherence in a different capacity to that required by Clause 20.2 and may also agree such amendment(s) to the Deed of Adherence as it considers appropriate in the circumstances. Any such determination or amendment shall not prejudice the operation of the permitted transfer provisions in Article 42 of the Articles as regards transfers of Manager's Securities to family member or family trusts.
Sample 1

Related to Assignment and adherence

  • Assignment and Amendment This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the 0000 Xxx) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund.

  • Assignment and Enurement This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior consent of the other Parties hereto.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • ASSIGNMENT AND AMENDMENTS This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder. This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

  • Assignment and Novation 34.1 The Supplier shall not assign, novate, or otherwise dispose of or create any trust in relation to any or all of its rights, obligations or liabilities under this Framework Agreement or any part of it without Approval. 34.2 The Authority may assign, novate or otherwise dispose of any or all of its rights, liabilities and obligations under this Framework Agreement or any part thereof to: 34.2.1 any Other Contracting Body; or 34.2.2 any Central Government Body or other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or 34.2.3 any private sector body which substantially performs the functions of the Authority, and the Supplier shall, at the Authority’s request, enter into a novation agreement in such form as the Authority shall reasonably specify in order to enable the Authority to exercise its rights pursuant to this Clause 34.2. 34.3 A change in the legal status of the Authority such that it ceases to be a Contracting Body shall not, subject to Clause 34.4 affect the validity of this Framework Agreement and this Framework Agreement shall be binding on any successor body to the Authority. 34.4 If the Authority assigns, novates or otherwise disposes of any of its rights, obligations or liabilities under this Framework Agreement to a body which is not a Contracting Body or if a body which is not a Contracting Body succeeds the Authority (both “Transferee” in the rest of this Clause) the right of termination of the Authority in Clause 30.4 (Termination on Insolvency) shall be available to the Supplier in the event of the insolvency of the Transferee (as if the references to Supplier in Clause 30.4 (Termination on Insolvency)) and to Supplier or Framework Guarantor or Call Off Guarantor in the definition of Insolvency Event were references to the Transferee.

  • Assignment and Conveyance The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

  • ASSIGNMENT AND SUB-LETTING Tenant shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Agreement.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

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