Assignment and Sub contracting
Assignment and Sub contracting
17.1. The Supplier must not assign, charge, encumber or sub-contract its rights and/or obligations under this Agreement without the Company’s prior written consent.
17.2. There must not be any Change in Control of the Supplier without the Company’s prior written consent.
17.3. Sub-contracting does not release the Supplier from any liability or obligation under this Agreement. The Supplier remains liable to the Company for the acts and omissions of any Supplier Personnel as if they were the Supplier’s acts or omissions. If the Company agrees that the Supplier may subcontract its obligations, the Supplier implement an appropriate system of due diligence, audit, and training for its subcontractors that are designed to and does effectively ensure their compliance with the Code of Conduct and Emeco Policies
17.4. The Company is entitled to create or permit to exist a security interest over any or all of its present and after-acquired property, including its rights and interests under this Agreement, in favour of its financiers.
Assignment and Sub. Letting --------------------------
(1) The Lessee shall not assign, sublet or part with possession of the Premises or any part thereof, or share the occupation of the Premises or any part thereof without the consent of the Lessor in writing first had and obtained, which consent may not be unreasonably or arbitrarily withheld, provided however, and it is made a condition to the giving of such consent that:
(i) the Lessee be not in default in the performance of any of its covenants, provisos or obligations contained in the within lease;
(ii) the proposed Lessee, Assignee or sub--lessee of this Lease shall agree in writing to assume and perform all of the terms, covenants, conditions and agreements by this Lease imposed upon the Lessee herein in the form to be approved by the solicitor for the Lessor;
(2) At the time that such consent for assignment, subletting or parting with possession of the Premises is requested by the Lessee as contemplated by sub--paragraph (1) hereof, the Lessee shall furnish to the Lessor copies of all proposed agreements relating to the assignment, subletting or parting with possession and such information required by the Lessor relating to the financial integrity of the proposed lessee or sub-lessee. In the event that the proposed Assignee, sub-lessee or occupant is unsatisfactory to the Lessor, the Lessor shall have the option, to be exercised within five (5) days from the date upon which such consent is requested (provided the Lessor has received the documentation set forth herein) to terminate this Lease upon the date on which such assignment, subletting or parting with possession was to become effective, unless within five (5) days from the date upon which the Lessor notifies the Lessee of its intention to terminate this Lease, the Lessee by notice in writing to the Lessor withdraws its request for such consent and indicates that it will continue to occupy the Premises under the provisions hereof whereupon this Lease shall continue as if such consent had not been requested.
Assignment and Sub letting the whole of the Property
Assignment and Sub contracting
27.1 No Party shall assign or otherwise transfer this Agreement or any of its rights and obligations under it whether in whole or in part without the prior written consent of all the other Parties, save that each Network Operator shall be entitled to novate this Agreement or any part of it to:
(a) a Network Operator Group Company of the Network Operator concerned; and/or
(b) any company or other legal entity which acquires the GT Licence relating to the gas distribution network and all, or substantially all, of the business or functions of the Network Operator concerned.
27.2 The Service Provider shall be entitled to enter into Third Party Contracts, provided that the Service Provider shall not be relieved from any of its obligations under this Agreement by entering into any sub-contract for the performance of all or any part of this Agreement.
27.3 Nothing in this Agreement shall prevent or restrict a Party from appointing another person to be the agent of the Party for the purposes of this Agreement and where a Party wishes to appoint an agent it shall give notice to each other Party specifying the identity of the proposed agent, the purposes in respect of which the agent is to be appointed and the date from which the appointment is to take effect.
27.4 Where a Party terminates the appointment of an agent it shall give notice to each other Party specifying the date from which the termination is to take effect.
Assignment and Sub subletting
8.1 Subtenant shall not assign, sell, transfer (whether by operation of law or otherwise), pledge, mortgage or otherwise encumber this Sublease or any portion of its interest in the Sublease Premises, nor sub-sublet all or any portion of the Sublease Premises, without the prior written consent of Sublandlord and Overlandlord (with respect to Overlandlord, only if required under Article 14 of the Xxxxxxxxx and in accordance with the same standard of consent set forth therein). As a further condition to Section 14 of the Xxxxxxxxx, the proposed sub-sublessee or assignee must have a net worth at least equal to or in excess of the greater of the net worth of Subtenant (a) on the date hereof or (b) immediately prior to a proposed sub-sublease or assignment.
8.2 Notwithstanding anything to the contrary contained in the Xxxxxxxxx, Subtenant and Sublandlord agree that in the event Overlandlord is entitled to any portion of the Rent Differential under Section 14.5 of the Xxxxxxxxx (the “Overlandlord Profit”) in connection with any subsequent assignment or sub-sublease of this Sublease (as and to the extent herein permitted), the Overlandlord Profit shall be deducted from the total consideration paid to Subtenant by any such assignee or sub-subtenant prior to any profit calculation and sharing by and between Subtenant and Sublandlord.
8.3 Notwithstanding anything to the contrary contained herein, Sublandlord shall have no obligation to consent to more than one (1) proposed assignment or sub-subletting during the Term and Sublandlord may withhold consent to any additional proposed assignment or sub-subletting in its sole and absolute discretion. For the avoidance of doubt, nothing contained in this Section 8 shall require Sublandlord to consent to any proposed assignment or sub-subletting during the Term as Subtenant’s right to assign this Sublease or sub-sublet the Sublease Premises remains subject to the terms and conditions of this Sublease (including, without limitation, this Section 8) and the Xxxxxxxxx.
8.4 Subtenant hereby acknowledges that Sublandlord shall have the right to transfer or assign this Sublease to the Overlandlord at any time during the Term as part of an earlier termination of the Xxxxxxxxx and provided that this Sublease remains in full force and effect as a direct lease between Subtenant and Overlandlord pursuant to the Consent or other written agreement between Overlandlord and Subtenant. Nothing in this Section 8.4 is intended to ...
Assignment and Sub. Licensing
(1) Licensor shall be free to assign the trade Marks and/or its rights and obligations under this Agreement as it shall see fit, subject to the rights of Licensee hereunder.
(2) Licensee and the New Controlling Shareholder shall not in any circumstances assign or transfer its rights or obligations under this Agreement and shall not sub-license its rights nor sell or transfer any of the plants. depots, LPG Cylinders, bulk tanks or vehicles still bearing the Trade Marks to any third party, except (a) for the sublicenses granted by Licensee to (i) its franchisees, through the franchise agreements the Licensee is a party to on this date, (ii) the owners of the POS, through the so-called "Contratos de Revenda de GLP e Cessao de Uso de Marca e Padroes e Outras Avencas" the Licensee is a party to on this date, (iii) the carrier companies, through the so-called "Contratos de Prestavdo de Servicos de Transporte de Carga" the Licensee is a party to on this date or (b) after 2 (two) years after the Closing Date, for any assignee, in case the New Controlling Shareholder transfers the shares of the capital stock of the Licensee to any third party, or (c) for its Affiliates.
Assignment and Sub. Lease 15
Assignment and Sub contracting
(a) such termination will be without prejudice to any rights either party has accrued under this Master Contractor Agreement;
(b) all licenses and authorisations
15.1 The Contractor may not assign, or sub- contract its duties or obligations under, this Master Contractor Agreement in whole or part to any third party without the prior written consent of UTS.
15.2 If UTS approves the sub-contracting any part of the Services this does not relieve the Contractor from any of its liabilities or obligations under this Master Contractor Agreement. Notwithstanding any approval of subcontracting, the Contractor will be liable to UTS for the acts, defaults and omissions of any sub-contractor or any officer, employee, servant or agent of the sub-contractor as fully as if they were the acts, defaults, or omissions of the Contractor or the officers, employees, servants, or agents of the Contractor.
15.3 UTS may assign or novate this Master Contractor Agreement, or any of its rights or obligations under this Master Contractor Agreement, in whole or part to any third party upon providing written notice to the Contractor.
Assignment and Sub contracting
34.1 Neither party shall assign the Agreement or any of its rights or obligations thereunder without first having received the written approval of the other party, which approval shall not be unreasonably withheld (provided that the Buyer may assign the benefit of the Agreement to any of his associated or subsidiary companies, organisations etc or to any leasing or financing company of his choice).
34.2 The Supplier shall not sub-‐contract the Agreement or any part thereof without having first obtained the written permission of the Buyer which shall not be unreasonably withheld provided that this restriction shall not apply to sub-‐contracts for materials or minor details or any part of the work to be performed or materials or equipment to be supplied for which the sub-‐contractor is named in the Agreement.
34.3 The Supplier shall be responsible for the acts, defaults and omissions of its sub-‐contractors, whether approval has been given to their appointment under this clause or not, as if they were his own and any consent given under this clause shall not relieve the Supplier of any of his obligations under the Agreement.
