Assignment and Sublicense. Except as permitted under subsection 3.1.2 and section 12.5 of the Terms and Conditions, the Licensee shall not assign or sublicense its interest or delegate its duties under this Agreement. Any assignment, sublicense, or delegation attempted to be made in violation of this section is void. Absent the consent of all the parties, an assignment or delegation will not release the assigning or delegating party from its obligations. The Agreement inures to the benefit of the Licensee and the University and their respective permitted sublicensees and trustees.
Assignment and Sublicense. A. This Agreement may not be assigned, transferred or otherwise delegated (collectively, an “Assignment”) by Licensee without the prior written consent of Licensor (not to be unreasonably withheld or delayed) except to a party who purchases or acquires, as a going concern, the business of Licensee in which the Trademarks are used and/or to any lenders providing financing to Licensee; provided, however, that prior to an Assignment (which for these purposes only shall not include any pledge of this Agreement to a lender providing financing to Licensee until such time as the lender exercises its rights under applicable pledge agreements, security agreements or other collateral documents), any assignee of this Agreement must agree in writing, delivered to Licensor, that it shall be bound by the terms and provisions of this Agreement and that such assignee (if it is other than a lender providing financing to Licensee) or a sublicensee or sublicensees of such assignee, as the case may be, shall operate such acquired business for its own benefit and at its own risk, or shall provide a guaranty of its obligations under this Agreement from an entity and in a form both of which are satisfactory in the reasonable judgment of Licensor; and provided further, however, that an assignee of this Agreement shall not by virtue of this Paragraph 16A be required to purchase or acquire any particular assets utilized by Licensee in connection with such business prior to such Assignment nor shall an assignee be restricted from (i) leasing any assets used by it in the conduct of such business, (ii) subcontracting any function incident to its operation of such business including, without limitation, manufacturing, distribution and administrative services, or (iii) transferring any of its assets for value in an arms-length transaction to an unaffiliated third party or establishing security interests in any of its assets in favor of an unaffiliated third party, provided that any such action does not constitute an act of fraud against the creditors of such assignee.
B. This Agreement may be assigned, transferred, sublicensed or otherwise delegated by Licensor without the prior written consent of Licensee.
C. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.
D. This Agreement may be sublicensed, in whole or in part, by Licensee, without the p...
Assignment and Sublicense. Neither this Agreement nor any rights and obligations of Licensee hereunder may be assigned or sublicensed by Licensee; provided, however, that Licensee may, without consent, and upon prior written notice to Licensor, (a) assign this Agreement or sublicense, solely within the scope of the License, the rights granted hereunder, in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Intellectual Property in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Affiliates of any Retained Licensed Intellectual Property will be made subject to the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 16, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
Assignment and Sublicense. This Agreement and all rights and duties hereunder are personal to Licensee and shall not be assigned, mortgaged, sub-licensed or otherwise encumbered by Licensee or by operation of law.
Assignment and Sublicense. Neither this Agreement nor any of the rights, interests, options or obligations hereunder may be assigned, sublicensed or delegated by either of the Parties without the prior written consent of the other Party, provided, however, that either Atrix or ABI may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business pertaining to this Agreement, or in the event of its merger or consolidation or change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Further, a Party may assign or sublicense any and all of its rights, interests, options, and delegate all obligations hereunder, to any Affiliate of such Party (and such Affiliate may further assign or sublicense this Agreement to such Party or any other Affiliate of such Party) without the consent of the other Party. In the event of an assignment or sublicense to an Affiliate, the assigning Party shall guarantee the performance of such assignee or sublicensee. The assignment or sublicense to an Affiliate shall not operate to discharge the assignor or sublicensor from any obligation under this Agreement. Any assignment which contravenes this Section 16.11 shall be void ab initio. **** Indicates that a portion of the text has been omitted Confidential 40 41
Assignment and Sublicense. This Agreement may not be assigned nor any license granted hereunder sublicensed by either Party without the express written consent of the other Party (which consent may be granted or withheld in the sole discretion of any Party), except that (i) this Agreement may be assigned, without consent, in connection with the sale of a Party's business whether such is a sale of all or substantially all of such Party's assets, a merger or a stock sale and (ii) Licensor may assign or sublicense its rights hereunder to an Affiliate thereof; provided that any such assignment shall not relieve Licensor of its obligations hereunder. This Agreement shall inure to the benefit of, and be binding upon, the successors of the Parties hereto, provided such assignment was in compliance with the terms hereof.
Assignment and Sublicense. Without a prior written consent from the Licensee, the Licensor shall neither assign any of its rights or obligations under this Agreement, nor sublicense the Intellectual Property Rights under this Agreement in any form to any third party. The Licensor shall not take any other actions that may have adverse impact on the Licensee's rights under this Agreement.
Assignment and Sublicense. This Agreement and all rights and duties hereunder are personal to Licensee and may not, without the prior written consent of the University, be assigned, mortgaged, sublicensed, or otherwise encumbered by Licensee or by operation of law. Any assignment or sublicense or other encumbrance made in violation of this paragraph shall be void.
Assignment and Sublicense. 12.1 The rights and obligations licensed by the Licensor to the Licensee pursuant to this Agreement shall not be assigned, pledged or sublicensed without the prior written consent of the Licensor.
12.2 The Licensee hereby agrees that the Licensor may transfer the rights and obligations under this Agreement to any third party at its discretion, and such transfer shall only be subject to a written notice to the Licensee by the Licensor, and no further consent from the Licensee will be required.
Assignment and Sublicense. Provided County first consents thereto, Owner may sublicense the Berth for a period not to exceed three (3) months, subject to a charge of their current rate or less. Owner shall remain liable for all of Owner’s obligations hereunder during said period. Except as set forth above, Owner shall not assign this Agreement or any other rights hereunder, voluntarily or involuntarily, or sublicense the Berth or any part thereof, to any other party or for use by any other Vessel. Any assignment or sublicense in violation of this paragraph shall be void and shall automatically terminate this Agreement. This license is not transferable.
