Assignment and Bankruptcy. (1) Licensee agrees that this Agreement and the License granted herein have a primary purpose of conferring privileges and immunities to Licensee under a non-exclusive license with respect to certain intellectual property. Subject only to the limited, express terms and conditions of Section 2(c), Licensee may not assign, transfer, or otherwise convey this Agreement or the License or Licensee’s associated privileges or immunities without the prior, express, written consent of Varitek, and any attempt to do so shall be void. Licensee acknowledges and agrees that U.S. patent, copyright, and other intellectual property law excuses Varitek from accepting performance from or rendering performance to any person or entity other than Licensee.
(2) Licensee agrees that Varitek may assign this Agreement in its sole discretion without notice to Licensee.
(3) In the event that Licensee become a debtor pursuant to a voluntary or involuntary petition commencing a case under title 11 of the United States Code, pursuant to 11 U.S.C. § 365 (or its successor statute) Varitek does not consent to an assumption or assignment pursuant to 11 U.S.C. § 365(a) (or its successor statute) by a trustee in bankruptcy or Licensee (as a debtor in possession) of this Agreement or the License or any associated rights, privileges, or immunities.
(4) In the event that Varitek becomes a debtor pursuant to a voluntary or involuntary petition commencing a case under title 11 of the United States Code, Licensee hereby waives and releases any rights Licensee may have with respect to this Agreement or the License under 11 U.S.C. § 365(n) (or its successor statute). To the extent that such waiver and release is not given effect, any failure by Licensee to elect to retain Licensee’s rights under this Agreement and the License to Use the Software pursuant to 11 U.S.C. § 365(n)(1)(B) (or its successor statute) shall be construed as a termination of this Agreement and the License by Licensee under 11 U.S.C. § 365(n)(1)(A) (or its successor statute).
(5) This Agreement and its terms and conditions shall be binding on and inure to the benefit of any permitted successor or assign of a party hereto.
Assignment and Bankruptcy. 401 Assignments after Bankruptcy. If, pursuant to applicable bankruptcy law (as hereinafter defined in Section 13.104), Tenant (or its successor in interest hereunder) is permitted to assign this Lease in disregard of the restrictions contained in this Article 11 (or if this Lease shall be assumed by a trustee for such person), the trustee or assignee shall cure any default under this Lease and shall provide adequate assurance of future performance by the trustee or assignee, including (i) the source of payment of Basic Annual Rent and performance of other obligations under this Lease (for which adequate assurance shall mean the deposit of cash security with Landlord in an amount equal to the sum of one (1) year's Basic Annual Rent and other Rent then reserved hereunder for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord, without interest, for the balance of the Term as security for the full and faithful performance of all of the obligations under this Lease on the part of Tenant yet to be performed and that any such assignee of this Lease shall have a net worth exclusive of good will, computed in accordance with the generally accepted accounting principles, equal to at least ten (10) times the aggregate of the Basic Annual Rent reserved hereunder); and (ii) that the use of the Premises shall be in accordance with the requirements of Article 4 hereof and, further, shall in no way diminish the reputation of the Building as a first-class office building or impose any additional burden upon the Building or increase the services to be provided by Landlord. If all defaults are not cured and such adequate assurance is not provided within sixty (60) days after there has been an order for relief under applicable bankruptcy law, then this Lease shall be deemed rejected, Tenant or any other person in possession shall immediately vacate the Premises, and Landlord shall be entitled to retain any Basic Annual Rent and any other Rent, together with any security deposit previously received from the Tenant, and shall have no further liability to Tenant or any person claiming through Tenant or any trustee.
Assignment and Bankruptcy. Notwithstanding any of the other provisions of this Lease, if a voluntary or involuntary petition in Bankruptcy shall be entered with respect to Tenant pursuant to the provisions of the Federal Bankruptcy Code, or Tenant shall voluntarily or involuntarily come under the jurisdiction of the United States Bankruptcy Code, 11 U.S.C. Sec. 101, et seq. (the “Bankruptcy Code”) and thereafter Tenant or its trustee in bankruptcy, under the authority of and pursuant to applicable provisions thereof, shall determine to assign this Lease, then Tenant agrees that (a) Tenant or its trustee will provide to Landlord sufficient information enabling it to independently determine whether Landlord will incur actual and substantial detriment by reason of such assignment and (b) “adequate assurance of future performance” under this Lease, as that term is generally defined under the Bankruptcy Code, will be provided to Landlord by Tenant and its assignee as a condition of such assignment. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, then any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the Estate of Tenant within the meaning of the Bankruptcy Code. All monies or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord.
Assignment and Bankruptcy. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Sec. 101, et seq. (the “Bankruptcy Code”), any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the Estate of Tenant within the meaning of the Bankruptcy Code. All monies or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord.
Assignment and Bankruptcy. 29 11.401 Assignments after Bankruptcy...................................................................29 11.402 Bankruptcy of Assignee.........................................................................29
Assignment and Bankruptcy
