ASSIGNMENT AND SUB-LICENSING. 4.1 This Agreement is personal to you. You must not transfer all or any part of your rights or obligations under this Agreement.
4.2 We may assign, transfer and novate the benefit and burden of this Agreement and we may delegate any of our obligations under this Agreement.
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.
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. 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. 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. 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. 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. 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. 23.1. The Customer shall not be entitled to assign the Agreement or sub-license the use (in whole or in part) of any Products licensed to it under the Agreement without the prior written consent of Airbus Defence and Space.
23.2. Airbus Defence and Space may, assign or sub-contract the performance of any of its obligations under the Agreement to third parties without the Customer’s consent, provided however that in respect of any such assignment or subcontract, Airbus Defence and Space shall retain its contractual responsibility to the Customer in accordance with, and subject to the limitations set out in the Agreement. Airbus Defence and Space shall advise the Customer of any assignment or subcontracting as soon as reasonably practicable.
ASSIGNMENT AND SUB-LICENSING. 22.1. Except as expressly provided in this Agreement, in particular at Section 2.2 relating to right to sub-license, Section 10 relating to the use of third party Manufacturers and Section 11 with respect to the use of Distributors, the Licensee shall not without the prior written consent of the Licensor assign, transfer, charge, sub-contract, sub-license or otherwise deal with this Agreement or its rights under this Agreement or purport to do any of the same. Notwithstanding the foregoing, Licensee has the right to assign or transfer this Agreement or its rights in this Agreement to an Affiliate provided any such transfer shall not constitute a novation as to Licensee’s obligations hereunder and each of Licensor and assignee shall be responsible for performance by Licensee hereunder.
22.2. The Licensor shall be entitled to assign this Agreement and any of its rights and obligations under this Agreement to any person.
