ASSIGNMENT AND SUB-LICENSING Sample Clauses

ASSIGNMENT AND SUB-LICENSING. 14.1. This Agreement is made by the Licensor in consideration of the technical and commercial knowledge and experience owned by the Licensee. Consequently, without the prior written agreement of the Licensor, the Licensee shall not have the right to assign to third parties, in whole or in part, any of the rights herein granted in relation to the Know-How and its use for manufacturing and selling the Licensed Products.

ASSIGNMENT AND SUB-LICENSING. Save as otherwise provided in this Licence the Licensee is not entitled to assign or sub-license to any third party any of its rights or obligations under this Licence without the UKHO’s prior written consent. The UKHO shall be entitled to assign or contract-out its rights and obligations under this Licence to any person, but the UKHO shall give notice of such assignment in writing to the Licensee.

ASSIGNMENT AND SUB-LICENSING. The Licensee shall not assign this Agreement or sub-license the Licensed Premises without the prior written consent of the Licensor.

ASSIGNMENT AND SUB-LICENSING. 12.1 Neither the Writer nor the Theatre will assign any of its rights or obligations under this Agreement without the prior written consent of the other party. 12.2 The Writer will not assign, license or deal with any rights in the Play in any territory in any way which would prejudice the grant of any right to the Theatre under this Agreement. 12.3 No sub-licensing or assignment by the Theatre of any right granted under this Agreement will relieve the Theatre of its liabilities under this Agreement. 12.4 The Theatre will ensure that any sub-licence of its rights under this Agreement contains a clause preventing the sub-licensee from assigning or licensing its rights under the sub-licence. 12.5 Subject to clause 12.6, in respect of the licensing of the Play (as opposed to the Theatre’s production of the Play) to third parties in the territories in which the Theatre has rights for the term of those rights: (a) the licensing will be arranged after mutual consultation and with the agreement of both parties (such agreement not to be unreasonably withheld or delayed); (b) the Writer will administer any agreed licensing; (c) the Writer will base the licence agreement(s) on the outline Option terms set out in Schedule 4 (or as otherwise appropriate in the context of the licensed production) and will negotiate such agreement(s) directly between the Writer and the third party; (d) the Writer will provide a signed copy of all licence agreements to the Theatre; (e) subject to clause 12.6, the Theatre will not be responsible for the negotiation of the licence agreements nor have any liability under the agreements, its only interest in the production by the third party being its participation in the Writer’s receipts from such production; and (f) the Theatre will not be liable to the Writer in respect of any divergence between the terms of any licence agreement negotiated by the Writer and the terms of this Agreement. 12.6 If the Theatre sub-licenses its production of the Play to a third party, licenses the third party to use its name or logo in connection with a production by the third party of the Play and/or co-produces the third party’s production, the Theatre will be responsible for the negotiation of the agreement with the third party which shall (where appropriate) be a tripartite agreement with the Writer involved in negotiations and as a signatory to the agreement.

ASSIGNMENT AND SUB-LICENSING. 15.1 The Licensee shall not be entitled to assign or otherwise transfer this Agreement nor any of its rights or obligations hereunder nor sub-license the use (in whole or in part) of the EP without the prior written consent of the Licensor. 15.2 The Licensor shall be entitled to assign or transfer this Agreement or any of its rights or obligations hereunder upon the giving of one month’s prior written notice to the Licensee.

ASSIGNMENT AND SUB-LICENSING. 13.1 This Agreement is for the benefit of, and binding on, the parties and their respective successors and assigns. It may not be assigned by either party without the prior written consent of the other party, except that NielsenIQ Brandbank may, upon notice, transfer its rights and obligations under this Agreement to a NielsenIQ Brandbank Affiliate. 13.2 NielsenIQ Brandbank may sub-contract any of its rights or obligations under this Agreement. The User may sub-contract any of its rights or obligations under this Agreement provided that it has obtained NielsenIQ Brandbank’s prior written consent and ensures that any of its sub-contractors are made aware of, and are legally bound to comply with, the terms of this Agreement. Each party will remain fully responsible for the acts and omissions of any of its sub-contractors.

ASSIGNMENT AND SUB-LICENSING. 33.1 The Reseller may not assign, transfer or sub-licence its rights under this Agreement unless it has first obtained the written consent of SATC, whose consent may be withheld in its absolute discretion and subject to any conditions. 33.2 Any assignee or similar must comply with the Qualitative Criteria, prior to SATC approving any assignment, transfer, sub-licence or similar. 33.3 The Reseller remains entirely responsible for the acts or omissions of any approved sub- licensee under or in connection with this Agreement.

ASSIGNMENT AND SUB-LICENSING. 19.1 You must not Dispose of your access to the Software, the Licence, the benefit of this agreement or any rights or obligations hereunder, whether in whole or in part, to any person without our prior written consent, which we may withhold or delay at our absolute discretion. We may provide any such consent subject to such conditions as we choose at our absolute discretion to impose. For the purposes of this clause 19.1, a Change of Control in respect of you will be deemed to constitute a Disposal of your rights under this agreement requiring our prior written consent in accordance with this clause 19.1. 19.2 You must ensure that any and all of your assignees and/or sub-licensees: (a) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of you; and (b) do not do, or omit to do, anything which, if done or omitted to be done by you, would constitute a breach of this agreement by you, and you will be responsible for, and liable to us in respect of, the actions and/or omissions of any and all of your assignees and sub-licensees in relation to the Software as if they were your actions and/or omissions.

ASSIGNMENT AND SUB-LICENSING. 8.1 Licensor may freely assign or otherwise transfer or deal with any or all of its rights or obligations under this Agreement without recourse to Licensee save that Licensor shall ensure that any purchaser of the Trade Marks or Domain Names shall as a condition of such purchase take an assignment or novation of this Agreement to the extent of the interests of Licensee and Licensee’s entitlement to the exercise of the rights and licenses granted under this Agreement shall not be adversely affected thereby. 8.2 Except as provided in Section 8.3, Licensee shall not assign, transfer, encumber or otherwise deal with or transfer any of its rights or obligations under this Agreement without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed. 8.3 Licensee may sub-license any or all of the rights and licenses granted to it under this Agreement provided that: (a) the Sub-Licensee has agreed in writing to be bound by the terms of this Agreement, and Licensee obtains prior written consent from Licensor, which consent may not be unreasonably withheld or delayed (it being understood that the Licensee can, in accordance with local practices in each Country in the Territory, sub-license to entities that are operationally controlled by the Licensee and/or its affiliates and the Licensor’s consent for any such sub-licenses is hereby granted, subject to the Licensee’s compliance with the remainder of Section 8.3); (b) the appointment of any sub-licensee is on terms which specifically afford to Licensor no less protection of its proprietary interests than that afforded by the terms of this Agreement and which ensure that the scope of rights and licenses granted to sub- licensees does not exceed the scope of rights and licenses granted to Licensee under this Agreement; (c) all such sub-licenses shall include a term permitting Licensee, at Licensor’s option, a right to terminate or to assign the sub-license to Licensor, on termination of this Agreement; and (d) Licensee must notify Licensor, promptly after Licensee becomes aware, of any action or failure to take any action by any Sub-Licensee where such act or omission would constitute a material breach of this Agreement if it were taken by, or were the responsibility of, Licensee. 8.4 Either party may grant to its financiers from time to time (or any security trustee on their behalf) Encumbrances over their rights under this agreement.