ASSIGNMENT and SUBSTITUTION. ACES or CONTRACTOR shall not assign or transfer any interest in the Agreement or assign any claims for money due or to become due under this Agreement without prior written approval of the ACES Participating Agency.
ASSIGNMENT and SUBSTITUTION. No rights under this Agreement may be assigned by the Consultant save with the prior written consent of the Company. The Consultant may not use any other person to provide the Advice to the Company in his place or sub-contract it, save with the prior written consent of the Company.
ASSIGNMENT and SUBSTITUTION. (a) By its execution hereof, Frost Gamma Investments Trust (“Frost Gamma”) does hereby assign, sell, transfer and convey to The Frost Group, LLC, a Florida limited liability company (the “Frost Group”), all of its right, title and interest in and to the Purchase Agreement, subject to all of the terms, conditions, reservations and limitations set forth therein, and the Frost Group does hereby accept such assignment and agrees to assume and perform all of the duties and obligations of Frost Gamma under the Purchase Agreement.
(b) By its execution hereof, Xxxxxx Financial Inc. (“Xxxxxx Financial”) does hereby assign, sell, transfer and convey to Xx. Xxxxx X. Wolf (“Xxxx”) all of its right, title and interest in and to the Purchase Agreement, subject to all of the terms, conditions, reservations and limitations set forth therein, and Wolf does hereby accept such assignment and agrees to assume and perform all of the duties and obligations of Xxxxxx Financial under the Purchase Agreement.
(c) By its execution of this Agreement, the Frost Group hereby becomes a party to and agrees to be bound by the Purchase Agreement, as herein amended, and further represents and warrants to eXegenics that the representations and warranties set out in Section 4.2 of the Purchase Agreement are true and correct in all respects as applied to the Frost Group and each of its four members.
(d) By its execution hereof, eXegenics hereby consents to the assignments described above.
ASSIGNMENT and SUBSTITUTION. (a) This agreement may be assigned, transferred or otherwise novated by MLC Advice to any person provided that:
(i) MLC Advice has provided the Franchisee with written notice;
(ii) the person to whom MLC Advice is transferring the agreement has the relevant licences required to continue operating the business; and
(iii) MLC Advice remains liable for any non-performance of its obligations contained in this agreement and incurred to the date of assignment or novation (as applicable). The Franchisee must execute the relevant documentation requested by MLC Advice to give effect to the assignment, transfer or novation contemplated under this clause provided that such documentation must require the assignee, transferee or novatee (as applicable) to be bound by the terms of this agreement.
(b) The Franchisee must not:
(i) sell, transfer, assign, novate, sub-license, sub-franchise, or otherwise part with possession of its interest under this agreement (or any part of it);
(ii) mortgage, charge, pledge, declare a trust or otherwise encumber its interest under this agreement (or any part of it);
(iii) if the Franchisee is a corporation, permit any change in the shareholding or directors of the Franchisee;
(iv) resolve to or permit the issue or allotment of any shares in the Franchisee or approve the registration of the transfer of any shares in the Franchisee; or
(v) if the Franchisee is a trustee of a trust, permit the transfer of any units or beneficial interest in the trust, (each a “restricted dealing”) without the prior written consent of MLC Advice.
(c) Any purported dealing in breach of clause 19.4(b) is null and void and of no effect.
ASSIGNMENT and SUBSTITUTION. 10.1 The Consultancy may not assign this agreement. The Consultancy will be entitled to substitute the Nominated Consultant, provided that it has the prior written consent of Bright Purple Resourcing, which consent will not be withheld in the case of a suitably qualified substitute in respect of whom the Consultancy has given warranties identical to those contained in clauses 3.1, 3.2, 3.3 and 4.1, 4.2, 4.3 and 4.
ASSIGNMENT and SUBSTITUTION. ACES shall not assign or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement without the prior written approval of Mountain Mahogany Community School. ACES may not substitute the requested Cadre Staff providing services pursuant to the specific Scope of Work and related Rate of Payment without prior written consent of Mountain Mahogany Community School's authorized representative.
ASSIGNMENT and SUBSTITUTION. Licensor reserves the right to assign, reassign and substitute its personnel with personnel having comparable qualifications at any time during the term of this Agreement, so long as no such action results in an interruption of service.
ASSIGNMENT and SUBSTITUTION. Neither this Stock Purchase Agreement or any agreement entered into in connection with the transactions 111 contemplated herein, nor any right created herein or therein, shall be assignable by any party hereto; provided, however, that the Purchaser may assign this Stock Purchase Agreement to any Affiliate or its successor. Notwithstanding any other provision to the contrary contained herein, it is clearly understood that the Purchaser may, at any time up to and including the Closing Date, substitute one of its Affiliates (including, without limitation, any company or entity to be formed) in its place as a party to this Stock Purchase Agreement. In the event of such a substitution, the Affiliate at issue shall have all of the rights and obligations of the Purchaser in connection with this Stock Purchase Agreement and any agreement or transaction comtemplated herein. Such Affiliate shall have, on or before the Closing Date and upon proof of incorporation and authorization, the right, in lieu of the Purchaser, to execute and perform any document and do any thing with a view to entering into or performing this Stock Purchase Agreement and/or any agreement or transaction contemplated herein.
ASSIGNMENT and SUBSTITUTION. No rights under this Agreement may be assigned by the Agent save the prior written consent of the Company. The Agent may use any person to provide the Services to the Company or may do so by way of sub-contractor, provided always that it has obtained the prior written consent of the Company to do so.
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14.1 Unless otherwise expressly stated in this Agreement, neither the Purchaser nor the Purchaser’s Guarantor shall assign, or purport to assign, all or any part of the benefit of, or its rights or benefits under, this Agreement or the other Transaction Documents (together with any causes of action arising in connection with any of them).
14.2 Unless otherwise expressly stated in this Agreement, neither the Purchaser nor the Purchaser’s Guarantor shall make a declaration of trust in respect of or enter into any arrangement whereby it agrees to hold in trust for any other person all or any part of the benefit of, or its rights or benefits under, this Agreement or the other Transaction Documents.
14.3 Unless otherwise expressly stated in this Agreement, neither the Purchaser nor the Purchaser’s Guarantor shall sub-contract or enter into any arrangement whereby another person is to perform any or all of its obligations under this Agreement or the other Transaction Documents.
14.4 The Purchaser may, at any time and on more than one occasion, assign, charge, declare any trust over or deal in any way with the benefit of this Agreement:
(A) by way of security in favour of any financial institution(s), and its/their successors, assignees and transferees, which has or have agreed at any time to advance credit facilities to the Purchaser or any member of the Purchaser's Group, and/or to their respective agents or trustees from time to time;
(B) pursuant to or in accordance with such security; and
(C) to any member of the Purchaser's Group, provided that if such assignee pursuant to this sub-clause 14.4(C) subsequently ceases to be a member of the Purchaser's Group, the Purchaser shall procure that prior to its ceasing to be a member of the Purchaser's Group such assignee reassigns so much of the rights and benefits under this Agreement as have been assigned to it to the Purchaser or (upon giving further written notice to the Seller) to another member of the Purchaser's Group, (each such person being a “Permitted Assignee”) in each case provided that such assignee shall be entitled to any payment under this Agreement only to the same extent as the Purchaser would have been if the assignment, charge or declaration of trust had not occurred.
14.5 The Parties agree that, at any time during the period from (but excluding) the date of the general meeting referred to in sub-clause 3.2(A)(ii) until (and including) the day immediately preceding the Completion Date, ...
