Assignment and Sublicenses. This Agreement may not be assigned by either party without the prior written consent of the other party, except that subject to the provisions of Section 14.4 of this Agreement permitting termination of this Agreement by either party in the event of an acquisition or change of control of the other party during the term of this Agreement: (a) either party shall have the right, without the other party's consent, to assign this Agreement and its rights and obligations thereunder to any successor of such party by way of merger or consolidation or the acquisition of substantially all or a material portion of the business and assets of the assigning party relating to this Agreement or the licenses granted pursuant to the definitive Agreement (a "Successor"); and (b) either party shall have the right, without the other party's consent, and without limiting any of its other rights under the licenses, to sublicense any and all licenses granted pursuant to this Agreement to any Successor. These rights shall be retained provided that such Successor or sublicensee shall expressly assume all of the obligations and liabilities of the assigning or sublicensing party to the other party relating to such definitive agreement or licenses.
Assignment and Sublicenses. This Agreement and all of the provisions hereof are binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement and the rights granted hereunder may be assigned, sublicensed, or transferred by Licensee, but only with the prior written consent of Licensor, which consent may be granted by Licensor in its sole and absolute discretion. Licensor may assign or transfer its rights and obligations under this Agreement at any time.
Assignment and Sublicenses. Licensee may not assign, pledge, hypothecate, give a security interest in, encumber, or otherwise transfer any interest in this Agreement or its obligations, rights, claims, interests or monies due or to become due hereunder, or any materials bearing any of the Trademarks, without the prior written consent of Licensor. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Notwithstanding the foregoing, subject to the terms and conditions of this Agreement, Licensee may sublicense the Technology and Trademarks to only those persons or entities that agree to abide by and uphold the terms and conditions of this Agreement (including payment of all royalties and other fees related to the use of the Technology and the Trademarks hereunder).
Assignment and Sublicenses. Client agrees that it shall not have the right to grant sublicenses under this Agreement without the prior written consent of ClearRisk. ClearRisk shall provide written notice to the Client if ClearRisk is acquired by, sells substantially all of its assets to, or undergoes a change in ownership or control to another entity, and Client may either consent to such assignment of this Agreement or have the option to immediately terminate this Agreement.
Assignment and Sublicenses a. This agreement shall not be assigned in whole or part by either party to any other party (including subsidiaries, affiliates, and corporate parent(s) except (i) with the prior written approval of the other party, or to (ii) any corporate successor, or (iii) purchaser of substantially all of the assets of the party's computer products business. The assigning party shall give ten days advance written notice of a proposed assignment to the other party. In the event of any assignment by Licensee, the assignee shall agree in writing to abide by the conditions of this Agreement and to any other terms that Microware may reasonably request.
b. Licensee shall not sublicense any of its rights under this Agreement to any other person or entity except as specifically authorized in writing by Microware.
Assignment and Sublicenses. This Agreement may not be assigned by -------------------------- either party without the prior written consent of the other party except as set forth in the Interactive Marketing Agreement.
Assignment and Sublicenses. Licensee may not assign, pledge, hypothecate, give a security interest in, encumber, or otherwise transfer any interest in this Agreement or its obligations, rights, claims, interests or monies due or to become due hereunder, or any materials bearing any of the Trademarks, without the prior written consent of Licensor. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Notwithstanding the foregoing, subject to the terms and conditions of this Agreement, Licensee may sublicense the Technology and Trademarks to only those persons or entities that agree to abide by and uphold the terms and conditions of this Agreement (including payment of all royalties and other fees related to the use of the Technology and the Trademarks hereunder). THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
Assignment and Sublicenses. 10.1 Licensee may assign its rights and/or obligations under this Trademark License Agreement, in whole or in part, to any third party upon the prior written approval of Licensor, which may be withheld in Licensor’s sole discretion. From and after such assignment, the assignee shall be deemed to be a licensee under this Trademark License Agreement. Licensee may freely sublicense its rights and/or obligations under this Trademark License Agreement, in whole or in part, to any third party at any time.
10.2 Licensee may terminate any rights that it has sublicensed or may sublicense under this Trademark License Agreement at any time. Upon such termination, all such rights shall revert to Licensee in accordance with any such sublicense agreement.
10.3 Licensor may assign its rights and/or obligations under this Trademark License Agreement, in whole or in part, to any third party upon the prior written approval of Licensee, which may be withheld in Licensee’s sole discretion. From and after such assignment, the assignee shall be deemed to be the licensor under this Trademark License Agreement.
10.4 Corporate restructurings and changes in ownership of the Licensor or the Licensee are not assignments for purposes of Article X.”
21. The Notice provision, Article XI of the Trademark License Agreement, is hereby updated to substitute the below contact information for Licensor and its trademark counsel, to add contact information for Grupo LALA, and to add contact information for ACON Investments and its trademark counsel as follows:
Assignment and Sublicenses. Neither party shall assign this Agreement or the rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided, however, that either party may assign this Agreement, in whole but not in part, to the purchaser or acquiror of such assigning party’s assets or securities in a Change-of-Control transaction; provided that the purchaser or acquiror agrees in writing to perform all obligations and observe all covenants, restrictions and undertakings hereunder of the assigning party, and the assigning party gives the other party twenty (20) days prior written notice of such intended assignment. Licensee may not sublicense its rights under this Agreement, in whole or in part, without the prior written consent of Licensor.
Assignment and Sublicenses. No part of the license granted in this Agreement may be assigned, transferred, collaterally assigned, pledged as security or sublicensed by RMG. In the event of any actual assignment or sublicense, or attempted assignment or sublicense by RMG, NSEH may, at its option, immediately terminate this Agreement by written notice to RMG. Any such assignment or sublicense will be void and of no force or effect.
