Assignment and Agreement Sample Clauses

Assignment and Agreement. (a) Systems Management agrees not to assign, mortgage, pledge or otherwise encumber this Agreement, nor to sublet the Subject Premises or any part thereof, without in each instance obtaining the prior written consent of the Master Landlord, Master Tenant and Software AG, which consent of Software AG shall not be unreasonably withheld. (b) In the event that Systems Management desires to sublet the Subject Premises or assign the Agreement, Systems Management shall give Software AG, Master Landlord and the Master Tenant written notice of Systems Management's intended subtenant or assignee in order to secure the Master Tenant's and Software AG's written consent. Within twenty (20) days of receipt of said notice, Software AG shall have the right: (i) to terminate this Agreement by giving Systems Management not less than thirty (30) days' notice (or one hundred twenty (120) days' notice if space is being utilized by Systems Management) in the case of an assignment of the entire Agreement or a subletting of more than fifty percent (50%) of the Subject Premises; or (ii) to terminate this Agreement and simultaneously enter into a new sub-sublease with Systems Management for that portion of the Subject Premises that Systems Management may desire to retain upon the same terms, covenants and conditions of the existing Agreement as applicable to the space retained. The Master Landlord and the Master Tenant shall have all rights provided in the Master Lease and the Sublease, as applicable, for any further subletting of any portion of the Subject Premises or any assignment of this Agreement. (c) In the event Software AG does not exercise its right to terminate this Agreement, and Software AG and the Master Tenant have granted their written consents, Systems Management may sublet all or a portion of the Subject Premises. Fifty percent (50%) of any profit amounts (i.e., rental receipts less customary transaction costs, such as tenant improvements, attorneys' fees, and broker fees) above the Monthly Base Rent accruing to Systems Management as the result of such sub-sublease shall be paid by Systems Management to Software AG monthly as additional rent. (d) In the event of any subletting of the Subject Premises or assignment of this Agreement by Systems Management, with or without Software AG's consent, Systems Management shall remain liable to the Master Tenant for payment of the rent stipulated herein and all other covenants and conditions contained herein.

Assignment and Agreement. District of Florida in Tampa and each party hereto hereby consents and shall not oppose for any reason such jurisdiction and venue.

Assignment and Agreement. 12.1 The Client shall not assign this agreement in whole or in part save with the prior written consent of JBA (such consent not to be unreasonably withheld). JBA shall be free as it sees fit from time to time to assign the whole of this agreement, or to sub-contract the undertaking of the whole or any part of the Services. 12.2 Each party acknowledges that it has not been induced to enter into this agreement by any representation other than those representations (if any) that have been reduced to writing in this agreement. 12.3 No modification or amendment to this agreement shall be binding unless executed in writing by persons who hold themselves out as having full power and authority so to do. Nevertheless:- (a) the failure of either Party at any time to enforce any provision of this agreement shall not be deemed a waiver of any such provision or of any other provision hereof or of such party's right thereafter to enforce any provision hereof; (b) where JBA undertakes any variation or modification at the Client’s request then such variation or modification may be undertaken by JBA and shall be paid for by the Client as provided for in clause 4.5 above even where not agreed in writing.

Assignment and Agreement. 16.1 This Agreement shall not be assigned, transferred, conveyed, sublet or otherwise disposed of without the prior written consent of SMART and the Authority.

Assignment and Agreement