Common use of Assignment and Delegation/Mergers or Acquisitions Clause in Contracts

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall notify County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying County of pending acquisitions/mergers, then it should notify County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall not assign its rights, delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2, County consent shall require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by County to any approved delegatee or assignee on any claim under this Contract shall be deductible, at County's sole discretion, against the claims, which Contractor may have against County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval, shall be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 9 contracts

Samples: Subaward Agreement, Subaward Agreement, Subaward Agreement

AutoNDA by SimpleDocs

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2Sub-paragraph, County consent shall require a written Amendment amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at the County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of the Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of the Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contractthe Master Agreement, such disposition is an assignment requiring the prior written consent of the County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of default by the Contractor.

Appears in 4 contracts

Samples: Master Agreement, Health Agency Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County the County’s consent shall will require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at the County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall will be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 4 contracts

Samples: Master Agreement, Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall notify County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying County of pending acquisitions/mergers, then it should notify County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall not assign its rights, delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2, County consent shall require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by County to any approved delegatee or assignee on any claim under this Contract shall be deductible, at County's sole discretion, against the claims, which Contractor may have against County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval, shall be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 3 contracts

Samples: Subaward Agreement, Subaward Agreement, Subaward Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall The Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 3 contracts

Samples: Mental Health Legal Entity Contract, Consultation & Evaluation Services Agreement, Department of Mental Health Legal Entity Contract

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this ContractMaster Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 3 contracts

Samples: Master Agreement, Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor the contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor The contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which Contractor the contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this the Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's the contractor’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractorthe contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor contractor as it could pursue in the event of default by Contractorcontractor.

Appears in 3 contracts

Samples: Crisis Residential Treatment Programs Contract, Department of Mental Health Legal Entity Contract, Crisis Residential Treatment Programs Contract

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers.. SAMPLE 8.2.2 The Contractor shall not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation or delegation otherwise transfer of its rights or duties, without such consent shall be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 3 contracts

Samples: 24 Hour Residential Treatment Contract, 24 Hour Residential Treatment Contract, 24 Hour Residential Treatment Contract

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2sub-paragraph, County consent shall require a written Amendment amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contractthe Master Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 3 contracts

Samples: Master Agreement, Master Agreement for Project Management Services, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall 20.1 Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law practicably allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 20.2 Contractor shall cannot assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior express written consent of County, the County in its sole discretion, discretion and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph 20.0 (Assignment and Delegation/Mergers or Acquisitions), the County consent shall will require a written Amendment to this the Contract, which is must be formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's sole discretion, deductible by the County against the claims, which claims Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 20.3 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s prior express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue under this Contract in the event of default by Contractor.

Appears in 2 contracts

Samples: Contract for Regional Photo System (Rps) Solution, Contract for Regional Photo System (Rps) Solution

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law practicably allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, the County in its sole discretion, discretion and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at the County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s prior express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 2 contracts

Samples: Inmate Commissary and Vending Services Contract, Inmate Commissary and Vending Services Contract

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph 8.2 (Assignment and Delegation/Mergers or Acquisitions), County consent shall will require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at the County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall will be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 2 contracts

Samples: Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall 5.4.1 The Consultant must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor the Consultant is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall 5.4.2 The Consultant must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which Contractor the Consultant may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 5.4.3 Any assumption, assignment, delegation, or takeover of any of Contractor's the Consultant’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractorthe Consultant, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor Consultant as it could pursue in the event of default by ContractorConsultant.

Appears in 2 contracts

Samples: Consultant Agreement, Civic Art Consultant Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor the contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this the Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor contractor as it could pursue in the event of default by Contractorcontractor.

Appears in 2 contracts

Samples: Contract for Funding, Contract for Funding

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall 8.11.1 The contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor the contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall 8.11.2 The contractor must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which Contractor the contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 8.11.3 Any assumption, assignment, delegation, or takeover of any of Contractor's the contractor’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractorthe contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor contractor as it could pursue in the event of default by Contractorcontractor.

Appears in 2 contracts

Samples: Contract for Services, Advancement Grant Program Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is legally prohibited or restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitionsacquisition/mergersmerger. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2sub-paragraph, County consent shall require a written Amendment amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contractthe Master Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 2 contracts

Samples: Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2sub-paragraph, County consent shall require a written Amendment amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this the Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 2 contracts

Samples: Contract, Contract for Maintenance and Support Services

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2sub-paragraph, County consent shall require a written Amendment amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected affected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contractthe Master Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 2 contracts

Samples: Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at the County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 2 contracts

Samples: Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at the County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 2 contracts

Samples: Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at the County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 2 contracts

Samples: Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2Sub-paragraph, County consent shall require a written Amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at the County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of the Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of the Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contractthe Master Agreement, such disposition is an assignment requiring the prior written consent of the County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")sub-contract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of default by the Contractor.

Appears in 2 contracts

Samples: Health Agency Master Agreement, Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") Contractor shall notify County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying County of pending acquisitions/mergers, then it should notify County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall require a written Amendment amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at County's ’s sole discretion, against the claims, which Contractor may have against County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this ContractMaster Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Master Agreement for Transcription Services

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying County of pending acquisitions/mergers, then it should notify County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2subparagraph, County consent shall will require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which Contractor may have against County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Contract for Intelligence Analyst Services

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law practicably allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall cannot assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior express written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this the Contract, which is must be formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at by the County's sole discretion, against the claims, which claims Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s prior express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue under this Contract in the event of default by Contractor.

Appears in 1 contract

Samples: Contract for Offender Monitoring Services

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall The Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Master Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") 38.1 Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 38.2 Contractor shall not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or boththe Agreement, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall require a written Amendment to this Contractthe Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract the Agreement shall be deductible, at County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 38.3 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract the Agreement which may result in the termination of this Contractthe Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor. 3. Paragraph 45.0 (Consideration of Hiring County Employees Targeted for Layoff/or Re- Employment List) of Exhibit A (Additional Terms and Conditions) of the Agreement is deleted in its entirety and replaced as follows to update the County-mandated language:

Appears in 1 contract

Samples: Agreement Number 76191

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall require a written Amendment amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation or delegation otherwise transfer of its rights or duties, without such consent shall be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Department of Mental Health Legal Entity Contract

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall require a written Amendment to this the Contract, which is formally approved and executed by the partiesParties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this the Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: 24 Hour Residential Treatment Contract

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall may not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Contract for Collaborative Documentation Training Services

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") Contractor shall notify County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying County of pending acquisitions/mergers, then it should notify County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at County's ’s sole discretion, against the claims, which Contractor may have against County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Master Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2subparagraph, County consent shall will require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which Contractor may have against County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Consulting Services Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall The Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Contract for Trauma Focused Cognitive Behavioral Therapy Training Services

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") Contractor shall notify County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying County of pending acquisitions/mergers, then it should notify County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at County's ’s sole discretion, against the claims, which Contractor may have against County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this ContractMaster Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Master Agreement

AutoNDA by SimpleDocs

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Master Agreement, or both, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2Sub-paragraph, County consent shall require a written Amendment amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Master Agreement shall be deductible, at the County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of the Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of the Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contractthe Master Agreement, such disposition is an assignment requiring the prior written consent of the County in accordance with applicable provisions of this ContractMaster Agreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of the same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall be a material breach of this Contract the Master Agreement, which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of default by the Contractor.

Appears in 1 contract

Samples: Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 The Subrecipient (that is, "Contractor") shall must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor the Subrecipient is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall The Subrecipient must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothSubaward, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For the purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this Contractthe Subaward, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Subaward will be deductible, at County's ’s sole discretion, against the claims, which Contractor the Subrecipient may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's the Subrecipient’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractorthe Subrecipient, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this Contract the Subaward which may result in the termination of this ContractSubaward. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor Subrecipient as it could pursue in the event of default by ContractorSubrecipient.

Appears in 1 contract

Samples: Subaward Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") 38.1 Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 38.2 Contractor shall not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothAgreement, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall be null and void. For purposes of this Subparagraph 8.2Section, County consent shall require a written Amendment to this Contractthe Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Agreement shall be deductible, at County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 38.3 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract the Agreement which may result in the termination of this ContractAgreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor. 3. Section 45.0 (Consideration of Hiring County Employees Targeted for Layoff/or Re-Employment List) of the Agreement is deleted in its entirety and replaced as follows to update the County-mandated language:

Appears in 1 contract

Samples: Agreement Number 76191

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Hospital shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor The Hospital shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Agreement, or both, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2sub-paragraph, the County consent shall require a written Amendment to this Contractthe Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Agreement shall be deductible, at the County's sole discretion, against the claims, which Contractor the Hospital may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor the Hospital may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor the Hospital to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contractthe Agreement, such disposition is an assignment requiring the prior written consent of the County in accordance with applicable provisions of this ContractAgreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractorthe Hospital's duties, responsibilities, obligations, or performance of same by any person or entity other than Contractorthe Hospital, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this Contract the Agreement which may result in the termination of this ContractAgreement. In the event of such termination, the County shall be entitled to pursue the same remedies against Contractor the Hospital as it could pursue in the event of default by Contractorthe Hospital.

Appears in 1 contract

Samples: Comprehensive Stroke System Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall 20.1 Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law practicably allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 20.2 Contractor shall cannot assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior express written consent of County, the County in its sole discretion, discretion and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph 20.0 (Assignment and Delegation/Mergers or Acquisitions), the County consent shall will require a written Amendment to this Contract, which is must be formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's sole discretion, deductible by the County against the claims, which claims Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 20.3 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s prior express prior written approval, shall will be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor under this Contract as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Contract for Computer Aided Dispatch (Cad) Services

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at the County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall will be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Master Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall The Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Contract for as Needed Septic Tank Maintenance Services

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretionwhich consent shall not be unreasonably withheld, and any attempted assignment or delegation without such consent shall be null and void. Contractor shall provide County written notice of any proposed assignment or delegation as soon as Contractor is legally permitted to do so, and in all cases within a reasonable amount of time prior to the proposed date for consummation of such assignment or delegation, in order for County to evaluate such assignment or delegation in accordance with County Board Policy No. 5.053 (Evaluation of Vendors/Contractors Engaged in Mergers or Acquisitions). Contractor shall notify County in writing of any proposed assignment or delegation. For purposes of this Subparagraph 8.2paragraph, County consent shall require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this the Contract, such disposition is an assignment requiring the prior written consent of County County, which consent shall not be unreasonably withheld, in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, which approval shall not be unreasonably withheld, shall be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Electronic Payment Processing Services Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this ContractMaster Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at the County's ’s sole discretion, against the claims, which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall will be a material breach of this Contract Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Master Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall The Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or bothMaster Agreement, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment amendment to this Contractthe Master Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall Master Agreement will be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this Contract the Master Agreement which may result in the termination of this ContractMaster Agreement. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Master Agreement for as Needed Psychiatry Services

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this the Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's the contractor’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractorthe contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor contractor as it could pursue in the event of default by Contractorcontractor.

Appears in 1 contract

Samples: Facilities Management Services Contract

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract")Agreement, or both, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2Sub-paragraph, the County consent shall require a written Amendment to this Contractthe Agreement, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract Agreement shall be deductible, at the County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of the Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of the Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contractthe Agreement, such disposition is an assignment requiring the prior written consent of the County in accordance with applicable provisions of this ContractAgreement. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall be a material breach of this Contract the Agreement which may result in the termination of this ContractAgreement. In the event of such termination, the County shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of default by the Contractor.

Appears in 1 contract

Samples: Environmental Housekeeping Services Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall The Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Any assumption, assignment, delegation, or takeover of any of the Contractor’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County’s express prior written approval, will be a material breach of the Contract which may result in the termination of this Contract. In the event of such termination, County will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor. 8.2.4 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event of any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this the Contract, such disposition is an assignment requiring the prior written consent of the County in accordance with applicable provisions of this the Contract. 8.2.4 Any assumption, assignment, delegation, 8.2.5 The parties acknowledge that Participating Pharmacies are not assignees or takeover of any of Contractor's duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval, shall be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractordelegates.

Appears in 1 contract

Samples: Pharmacy Benefit Management Services Contract

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For the purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at the County's ’s sole discretion, against the claims, claims which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall will be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Security Services Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall The Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the partiesParties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: 24 Hour Residential Treatment Contract

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") shall The contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor the contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers.provide 8.2.2 Contractor shall The contractor must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which Contractor the contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's the contractor’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractorthe contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor contractor as it could pursue in the event of default by Contractorcontractor.

Appears in 1 contract

Samples: RFP Contract for Services

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law practicably allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall cannot assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior express written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2Paragraph, the County consent shall will require a written Amendment to this Contract, which is must be formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's sole discretion, by County against the claims, which claims Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall will be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor under this Contract as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Consulting Services Agreement

Assignment and Delegation/Mergers or Acquisitions. 8.2.1 Subrecipient (that is, "Contractor") The Contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall not assign its rights, rights or delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2Paragraph, County consent shall require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall be deductible, at County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this the Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")sub-contract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Contract for as Needed Security Guard Services

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall 20.1 Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law practicably allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 20.2 Contractor shall cannot assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior express written consent of County, the County in its sole discretion, discretion and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph 20.0 (Assignment and Delegation/Mergers or Acquisitions), the County consent shall will require a written Amendment to this the Contract, which is must be formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's sole discretion, deductible by the County against the claims, which claims Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 20.3 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s prior express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue under this Contract in the event of default by Contractor.

Appears in 1 contract

Samples: Contract for Regional Photo System (Rps) Solution

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall The Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 The Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at the County's ’s sole discretion, against the claims, which the Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against the Contractor as it could pursue in the event of default by the Contractor.

Appears in 1 contract

Samples: Contract for Third Party Administration Services

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall must not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of the County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For the purposes of this Subparagraph 8.2Paragraph, County consent shall will require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at the County's ’s sole discretion, against the claims, claims which Contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without the County's ’s express prior written approval, shall will be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, the County shall will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

Appears in 1 contract

Samples: Security Guard Services Agreement

Assignment and Delegation/Mergers or Acquisitions. ‌ 8.2.1 Subrecipient (that is, "Contractor") shall Contractor must notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the Contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2.2 Contractor shall may not assign its rightsassign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment assignment, delegation, or delegation otherwise transfer of its rights or duties, without such consent shall will be null and void. For purposes of this Subparagraph 8.2paragraph, County consent shall will require a written Amendment to this the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee delegate or assignee on any claim under this Contract shall will be deductible, at County's ’s sole discretion, against the claims, which Contractor the contractor may have against the County. 8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.4 Any assumption, assignment, delegation, or takeover of any of the Contractor's ’s duties, responsibilities, obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract")subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's ’s express prior written approval, shall will be a material breach of this the Contract which may result in the termination of this Contract. In the event of such termination, County shall will be entitled to pursue the same remedies against Contractor contractor as it could pursue in the event of default by Contractorcontractor.

Appears in 1 contract

Samples: Contract for United Mental Health Promoter Services

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!