Assignment and Delegation Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as -------------------------------------------- specifically provided in this Agreement, neither party may sell, license, transfer or assign (whether direct or indirect, merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests or delegate such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or any Affiliate, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion, provided, however:
(A) Subject to clauses (B) and (C) below, the Company may, ----------- --- with the prior written consent of the Executive, which consent the Executive shall not unreasonably withhold, assign all of the rights and delegate all of the obligations of the Company under this Agreement to any other Person in connection with the transfer or sale of the entire business of the Company (including its Subsidiaries and its interests in its joint ventures), or the merger or consolidation of the Company with or into any other Person, so long as such transferee, purchaser or surviving Person shall expressly assumes such obligations of the Company;
(B) Notwithstanding clause (A) above to the contrary, no ---------- assignment or transfer under clause (A) may be effectuated unless the proposed ---------- transferee or assignee first executes such agreements (including a restated employment agreement) in such form as Executive may deem reasonably satisfactory to (1) evidence the assumption by the proposed transferee or assignee of the obligations of the Company; and (2) to ensure that the Executive continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the Executive when entering into this Agreement; and
(C) Notwithstanding clause (A) above to the contrary: (1) ---------- any assumption by a successor or assign under clause (A) above shall in no way ---------- release the Company from any of its obligations or liabilities while a party to this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under clause (A) above shall not be deemed to abrogate the rights of ---------- the Executive elsewhere contained in this Agreement, including without limitation those resulting from a Change In Control. Any purported assignment or transfer in ...
Assignment and Delegation Successors and Assigns. Neither party may assign its rights nor delegate its obligations under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, administrators, other legal representatives, successors and assigns, and shall inure to the benefit of the parties hereto, and to their respective heirs, executors, administrators, other legal representatives, successors and permitted assigns.
Assignment and Delegation Successors and Assigns. Except as specifically provided in this Agreement, neither party (an “assigning party”) may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party’s rights or interests under this Agreement, or delegate any of such party’s duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any Affiliate, without the prior written consent of the other party (a “consenting party”), which consent may be withheld in the consenting party’s sole and absolute discretion. Any purported assignment or transfer in violation of the terms of subsection shall be null and void ab initio and of no force and effect, and shall vest no rights or interests in the purported assignee or transferee. Each and every representation, warranty, covenant, condition and provision of this Agreement as it relates to each party hereto shall be binding upon and shall inure to the benefit of such party and his, her or its respective successors and permitted assigns, spouses, heirs, executors, administrators and personal and legal representatives, including any successor (whether direct or indirect, or by merger, consolidation, conversion, purchase of assets, purchase of securities or otherwise).
Assignment and Delegation Successors and Assigns. Except as specifically provided in this Agreement, no Party may sell, license, transfer or assign (by operation of law or otherwise) any of such Party’s rights or interests in this Agreement or delegate such Party’s duties or obligations under this Agreement, in whole or in part, without the prior written consent of the other Parties, which consent may be withheld in each such other Party’s discretion. Subject to the foregoing, all of the representations, warranties, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each Party and such Party’s respective successors and permitted assigns.
Assignment and Delegation Successors and Assigns. (A) Assignment or Delegation
(B) Successors and Assigns
Assignment and Delegation Successors and Assigns. Each party has entered into this Agreement because of the other party’s commitments in this Agreement, and further because of the confidence of each party in the other party, which confidence is personal in nature. Accordingly, except as specifically provided in this Agreement, neither party (an “assigning party”) may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party’s rights or interests under this Agreement, or delegate any of such party’s duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a “consenting party”), which consent may be withheld in the consenting party’s sole and absolute discretion. Notwithstanding the foregoing, RMS shall be entitled to freely assign this Agreement to an affiliate.
Assignment and Delegation Successors and Assigns. Each and every representation, warranty, covenant, condition and provision of this Agreement as it relates to each party hereto shall be binding upon and shall inure to the benefit of such party and his, her or its respective successors and permitted assigns, spouses, heirs, executors, administrators and personal and legal representatives, including any successor (whether direct or indirect, or by merger, consolidation, conversion, purchase of assets, purchase of securities or otherwise).
Assignment and Delegation Successors and Assigns. This Agreement may not be assigned, nor may any right or obligation hereunder be assigned or delegated, by either Party except as set forth herein or without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and assign or delegate its rights and obligations hereunder: (a) in whole or in part to an Affiliate of such Party provided that such Party remains responsible for such Affiliate’s performance and such Party remains, and such Affiliate agrees to be, subject to the confidentiality obligations set forth in Section 19, or (b) in whole (but not in part) to its successor in interest in connection with the sale of all or substantially all of its stock or its assets, or in connection with a merger, acquisition, by operation of law or otherwise, provided that if such Party remains in existence following such assignment then such Party shall remain subject to the confidentiality obligations set forth in Section 19. Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns.
Assignment and Delegation Successors and Assigns. This Agreement may not be assigned or otherwise transferred, and a Party’s obligations under this Agreement may not be delegated, by a Party without the prior written consent of the other Party. Any purported assignment or delegation of this Agreement by a Party in contradiction to this Section 11.3 will be void and of no effect. Without limiting the foregoing restrictions on assignment and delegation, this Agreement will be binding upon, and will inure to the benefit of, the successors and assigns of each Party.
Assignment and Delegation Successors and Assigns. OMNI shall not assign this Agreement or any rights or obligations hereunder without Xxxxxx’x prior written consent, except to an Affiliate or to a successor in interest of all or substantially all of its assets, equity or business.
