Assignment and Affiliates. Neither Party shall assign or transfer this Agreement without the prior written consent of the other Party; provided, however, that either Party may assign all or any part of this Agreement to one or more of its Affiliates without the other Party’s consent, and any and all rights and obligations of either Party may be exercised or performed by its Affiliates, provided that such Affiliates agree to be bound by this Agreement.
Assignment and Affiliates. Neither Party shall assign or transfer this Agreement without the prior written consent of the other Party; provided, however, that either Party may assign all or any part of this Agreement without the other Party’s consent: (i) to one or more of its Affiliates, and any and all rights and obligations of either Party may be exercised or performed by its Affiliates, provided in each case, that such Affiliates agree to be bound by this Agreement; or (ii) in connection with the sale of all or substantially all of its assets to which this Agreement relates, whether by merger, acquisition or similar transaction or series of related transactions. This Agreement shall be binding upon the successors and permitted assigns of the Parties and the name of a Party appearing herein shall be deemed to include the names of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of the Agreement. Any assignment not in accordance with this Article 18 shall be null, void and of no legal effect.
Assignment and Affiliates. 29.1 This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party, except that (a) AstraZeneca without such consent may assign this Agreement and its rights and obligations hereunder to any of its Affiliates (provided that any such assignment shall not relieve AstraZeneca from its obligations hereunder (and AstraZeneca shall remain primarily liable and responsible for its compliance with such obligations and the acts and omissions of its Affiliate)) or to any successor in interest to all or substantially all of the business to which this Agreement relates, and (b) Prometheus without such consent may assign this Agreement and its rights and obligations hereunder to any of its Affiliates (provided that any such assignment shall not relieve Prometheus from its obligations hereunder (and Prometheus shall remain primarily liable and responsible its compliance with such obligations and the acts and omissions of its Affiliate)) or to any successor in interest to all or substantially all of the business to which this Agreement relates in connection with a Change in Control Transaction, subject to Prometheus' compliance with its obligations under Article 24 (Change in Control). Each Party shall always have the right to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates, provided that such right shall not affect the obligations of such Party hereunder and such Party shall be liable for any act or omission of such Affiliate. Without limiting the foregoing, this Agreement (including post-termination or post-expiration obligations) shall be binding on each Party's respective successors and permitted assigns.
Assignment and Affiliates. Neither Party shall assign or transfer this Agreement without the prior written consent of the other Party, not to be unreasonably withheld, conditioned or delayed; provided, however, that either Party may assign or transfer all or any part of this Agreement to one or more of its Affiliates or to a successor in interest to or acquirer of all or substantially all of its business or assets related to this Agreement without the prior written consent of the other Party. Each assignee shall agree in writing to assume all obligations of the assigning Party under this Agreement. Any purported assignment in violation of this Section 16.4 shall be null and void. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Assignment and Affiliates. 未经一方事先书面同意，另一方不得全部或部分转让本协议，但阿斯利康可向其任何关联方或本协议所涉所有或绝大部分业务的权益继受人，转让本协议以及本协议项下的权利和义务，无需另一方同意。 This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party, except that AstraZeneca may assign this Agreement and its rights and obligations hereunder to any of its Affiliates or any successor in interest to all or substantially all of the business to which this Agreement relates without such consent. 反腐败法/ANTI-CORRUPTION LAWS 合同各方应确保其本身或其任何关联机构，管理人员，雇员，董事，顾问，代理，代表或分包商不应（i）采取任何行动引致任何合同另一方或其任何关联机构、管理人员，雇员，董事，顾问，代理，代表或分包商因违反下述法律而承担法律责任，该等法律包括但不限于：美国1977年海外反腐败法、英国2010年贿赂法令或任何为防止欺诈、贪污、诈骗、洗钱和/或恐怖主义而适用的法律法规。 Each Party shall ensure that neither it nor any of its Affiliates, officers, employees, directors, consultants, agents, representatives or sub-contractors shall take any action which could render any the other Party or its Affiliates, officers, employees, directors, consultants, agents, representatives or sub-contractors liable under the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or any other Applicable Laws and Regulations for the prevention of fraud, corruption, racketeering, money laundering and/or terrorism. 一般规定/GENERAL PROVISIONS 修改/Variations 任何对本协议的修正或更改必须以书面形式并由双方的授权代表签字。 Any amendment or modification of this Agreement must be in writing and signed by authorised representatives of both Parties. 协议的整体性/Entire Agreement 本协议及协议中提到的任何文件组成了双方对于该等事项的完整的协议。本协议取代所有关于该等事项先前的安排、承诺、谅解或协议，无论是书面或口头。双方确认在订立本协议时除本协议另行明确声明外，并不依赖于任何陈述、声明、保证或契约（无论是否来自一方）。一方放弃除本条外的任何陈述、保证、抵押合同或其他保证。任何本协议提到的时间表和附件旨在纳入并在此纳入本协议，成为本协议的一部分。本9.2条不应排除或限制任何由欺诈或欺诈性错误陈述而产生的责任。 This Agreement and any documents referred to in it constitute the entire agreement between the Parties with respect to its subject matter. This Agreement supersedes all prior arrangements, undertakings, understandings or agreements, whether written or oral, with respect to its subject matter. Each Party confirms that in entering into this Agreement it is not relying on any statements, representations, warranties or covenants of any person (whether a Party or not) except as specifically set out in this Agreement. Each Party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. All Schedules and Exhibits referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this A...
Assignment and Affiliates. This Agreement shall be binding and inure to the benefit of the Parties and their permitted successors and assignees. This Agreement may not be assigned, sold, transferred, or otherwise disposed of by EUSVBC, by asset sale, operation of law, or otherwise, without the prior written consent of Bayer, which shall not be unreasonably withheld to the extent the assignee qualifies as a European Small Vegetable Breeding Company. For any intended assignment that would transfer the Agreement to a third party not qualifying as European Small Vegetable Breeding Company, Section 4.2 shall apply. EUSVBC shall give Bayer prompt notice of the assignment. EUSVBC shall disclose to Bayer the name of affiliates involved in activities under this Agreement (“Permitted Affiliates”), and EUSVBC shall be liable for acts or omissions of such Permitted Affiliates.
Assignment and Affiliates. This Agreement may not be assigned by the Developer to any other entity or third party without the written consent of the City, which shall not unreasonably be withheld. The Developer may assign, upon 10 days written notice to the City, this Agreement without the consent of the City if such assignment is in connection with: (i) the secured financing for the Project; (ii) the assignment to a wholly owned affiliated or successor entity; and (iii) the mortgage or lease of all or a portion of the assets of the Project. In the event of any assignment, the assignee must assume all of the Developer’s obligations hereunder. In the event of an assignment by the Developer, the assignee must assume all of the Developer’s obligations hereunder in a form and manner acceptable to the City. Additionally, if the Developer assigns this Agreement to any other entity or third party, that entity must likewise assume all of the obligations of the Developer hereunder in a form and manner acceptable by the City.
Assignment and Affiliates. Neither Party shall assign or transfer this Agreement without the prior written consent of the other Party, such consent [***]; provided, however, that either Party may assign all or any part of this Agreement to one or more of its Affiliates without the other Party’s consent, and any and all rights and obligations of either Party may be exercised or performed by its Affiliates, provided that such Affiliates agree to be bound by this Agreement. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Assignment and Affiliates. Neither Party shall assign or transfer this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld; provided, however, that either Party may assign all or any part of this Agreement to one or more of its Affiliates without the other Party’s consent, and any and all rights and obligations of either Party may be exercised or performed by its Affiliates, provided that such Affiliates agree to be bound by this Agreement. Notwithstanding the foregoing, MSD may, without such consent, assign this Agreement and its rights and obligations hereunder, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets related to the subject matter of this Agreement, or in the event of its merger or consolidation or change in control or similar transaction. Any attempted assignment not in accordance with this Article 18 shall be void. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement.
Assignment and Affiliates. Neither Party shall assign or transfer this Agreement without the prior written consent of the other Party; provided, however, that either Party may assign all or any part of this Agreement without the other Party’s consent: (a) to one or more of its Affiliates, and any and all rights and obligations of either Party may be exercised or performed by its Affiliates, provided in each case, that such Affiliates agree to be bound by this Agreement and such Party shall remain responsible for compliance by its Affiliates with the terms and conditions of this Agreement and shall remain liable for any breaches by its Affiliates of this Agreement; or (b) in connection with its Change of Control; further, provided, that in the case of Company, Company must notify MSD as soon as practically possible following execution of a definitive agreement with respect to a Change of Control and, in any event, prior to the public announcement of the Change of Control and no later than [***] following execution of a definitive agreement with respect to a Change of Control). Any permitted assignee shall assume all obligations of its assignor under this Agreement, and Company, including its acquiring party, shall further adopt reasonable procedures to prevent any use of: (i) Confidential Information of MSD and (ii) Clinical Data in any PD-1 Antagonist program, in each case, outside of Company’s rights to use such data and information under this Agreement. This Agreement shall be binding upon the successors and permitted assigns of the Parties and the name of a Party appearing herein shall be deemed to include the names of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of the Agreement. Any assignment not in accordance with this Article 18 shall be null, void and of no legal effect.
