ASSIGNMENT AND SET OFF Clause Samples
The "Assignment and Set Off" clause governs the parties' rights to transfer their contractual obligations or benefits to third parties and to offset mutual debts. Typically, this clause restricts one or both parties from assigning their rights or obligations under the agreement without prior written consent, and it may also prohibit the deduction or set-off of amounts owed unless specifically allowed. Its core function is to maintain control over who is involved in the contract and to ensure that payment obligations are clear and not unilaterally reduced, thereby protecting the parties from unexpected changes or financial risks.
ASSIGNMENT AND SET OFF. Performance of this order shall not be assigned or transferred by Supplier, except as expressly authorized in writing by ▇▇▇▇▇. This order may be assigned by Buyer to the Government or any designee of the Government, provided that written notice thereof is given to Supplier. Buyer shall be entitled at all times to set off against any amount payable at any time by Buyer under this order, any amount owing at any time from Supplier to Buyer whether arising under this order or other purchase orders with Supplier.
ASSIGNMENT AND SET OFF. Seller shall not assign its rights or delegate its performance hereunder, nor any interest herein, without ▇▇▇▇▇'s prior written consent and any attempted assignment or delegation without such consent shall be void. Buyer shall be entitled at all times to set-off any amount owing from Seller to Buyer against any amounts otherwise payable to Seller.
ASSIGNMENT AND SET OFF. 57.1 This Charter shall be binding upon and enure for the benefit of the Owners and the Charterers and their respective successors and permitted assigns.
57.2 The Charterers shall not be entitled to assign or transfer any of their rights or obligations under this Charter, unless with the prior written consent of the Owners.
57.3 In addition to the right of the Owners to assign or transfer under Clause 42 and 43, the Owners may at any time assign or transfer any or all of its rights and/or obligations under this Charter and/or the other Transaction Documents to any bank, financial institution, trust, fund or other entity (or their nominees) without the prior consent of the Charterers. ICBC Financial Leasing Co., Ltd. may at any time after the Actual Delivery Date assign or transfer its ownership in the Owners to any of the aforementioned entities without the prior written consent of the Charterers. For the avoidance of doubt, any such assignment or transfer shall (i) be at the Owners' cost, (ii) not affect the Charterers' right of quiet enjoyment of the Vessel under this Charter and (iii) shall not result in any additional cost, liabilities or undertakings on the part of Charterers. The Charterers shall, at the cost of the Owners, provide reasonable assistance in effecting any such transfer or assignment, including to enter into (and procure the other Obligors to enter into) novations, transfer agreements and acknowledgements of notices.
57.4 Without prejudice to any right of set-off, combination of accounts, lien or other rights which the Owners are at any time entitled whether by operation of law or contract or otherwise, the Owners may (but shall not be obliged to) set off against any obligation of the Charterers due and payable by it hereunder without prior notice any moneys held by the Owners for the account of the Charterers at any office of the Owners anywhere and in any currency. The Owners may effect such currency exchanges as are appropriate to implement such set-off and shall provide notice to the Charterers after such set-off.
ASSIGNMENT AND SET OFF a) This Agreement is not transferable or assignable by Licensee, whether in whole or in part, voluntarily or by merger, consolidation or sale, or otherwise by operation of law without the prior written consent of FARO. Subject to the foregoing, this Agreement and each and every provision hereof, shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
b) Licensee is permitted to set off only with claims that are undisputed or have been upheld by a final decision of a court of competent jurisdiction.
ASSIGNMENT AND SET OFF. This Agreement may not be assigned or sublicensed by Licensee in whole or in part, without DACSLABS’ prior written approval in each instance and any assignment in violation of the foregoing shall be null, void and without effect. Subject to the foregoing, this Agreement shall be binding upon and inure for the benefit of the successors and permitted assignees of the Parties.
ASSIGNMENT AND SET OFF. 3.4.1 Unless it is at such time apparent that the Tax Authorities have not agreed with the labelling of the Intra-Group Payments, as part of Completion and immediately following the transfer of the Shares, the Seller, the SPV and the Purchaser shall enter into an assignment agreement in which:
(a) the SPV shall assign the Intra-Group Receivable (including all accrued interest up to the date of Completion: which amount: the Intra-Group Payments Amount) to the Purchaser; and
(b) the resulting receivable of the Purchaser against the Seller in the amount of the Intra-Group Payments Amount, is set-off against the Purchaser’s obligation to pay the Completion Amount (in as far as possible against the Base Purchase Price), (the “Assignment and Set-Off Agreement”).
3.4.2 If the Tax Authorities have not agreed with the labelling of the Intra-Group Payments, the Seller and the Purchaser, acting reasonably, shall discuss in good faith on the relabelling and funds flow at Completion, that will, where possible, optimise both Parties’ tax position.
ASSIGNMENT AND SET OFF. Performance of this order shall not be assigned or transferred by Supplier, except as expressly authorized in writing by ▇▇▇▇▇. This order may be assigned by Buyer to the Government or any designee of the Government, provided that written notice thereof is given to Supplier. Buyer shall be entitled at all times to set off against any amount payable at any time by Buyer under this order, any amount owing at any time from Supplier to Buyer whether arising under this order or other contracts or orders with Supplier. BUY AMERICAN – CONSTRUCTION MATERIALS (FAR 52.225-9 NOV 2021) - Applies to orders less than $7,032,000
ASSIGNMENT AND SET OFF. 15.1 The Contractor shall not assign its rights, obligations or claims under this Agreement to third parties, including but not limited to Subcontractors, except with the written consent of Gearbulk.
15.2 Gearbulk may set off against any money it owes to the Contractor any money which the Contractor owes or will owe to Gearbulk Group, whether in debt or in damages and whether or not due. The Contractor shall not set off except with the written consent of Gearbulk.
15.3 Gearbulk may assign or novate its rights and obligations under the Agreement to another member of the Gearbulk Group, and to a third party, provided that Gearbulk can demonstrate that the third party has the financial strength required to fulfil Gearbulk's obligations under the Agreement.
ASSIGNMENT AND SET OFF. 4.1 The Guarantied Party shall be entitled to assign or transfer all or any part of its rights hereunder to any successor to the Trustee that is acting as Trustee under the Indenture without the consent of the Intercompany Guarantors.
4.2 The Guarantied Party shall have the right to set off from any payments due to it under this guaranty any sums of money it may owe to any of the Intercompany Guarantors under any other contractual relationship.
ASSIGNMENT AND SET OFF. Seller’s rights and obligations under these terms and conditions, or under any order to which they apply, shall not be assigned by Seller without Buyer’s prior written consent. Seller may not assign monies due or to become due under this order without prior written consent of Buyer. Any assigned accounts shall be subject to set-off, recoupment or other claim of Buyer or Buyer’s affiliates against Seller. Buyer shall have the right at any time to set off amounts owing from Seller to Buyer, or to Buyer’s affiliates, against any amount due and owing to Seller or any of its affiliates, whether pursuant to this order or to any other contractual agreement between Buyer and Seller or their respective affiliates.