ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS Sample Clauses

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. A) Operator may, without the prior consent of Licensee, assign its rights and/or obligations under this Agreement; provided that, (i) Operator gives written notice to Licensee of such assignment; and (ii) the assignee, upon the effective date of the assignment, either (w) pays all Monthly Royalty Fees then Due Licensee pursuant to SUBPARAGRAPH 4 (a) on an accelerated basis; (x) provides a letter of credit or other security reasonably acceptable to Licensee; (y) Operator provides Licensee with a guaranty of payment at that time; or (z) Licensee, in its reasonable determination is satisfied that the assignee is creditworthy and has the financial abilities to perform the obligations of this Agreement; and (iii) unconditionally agrees in writing to assume Operator's obligations under this Agreement. B) Licensee may assign or transfer the License to (i) a non-profit Affiliate or wholly-owned subsidiary of Licensee or (ii) subject to a prior FCC Transfer Decision occurring, a for-profit Affiliate or wholly-owned subsidiary of Licensee; provided, however that in either case, Licensee provides Operator written notice on or before the effective date of the assignment, the assignee agrees in writing to assume Licensee's obligations under this Agreement, and Licensee provides Operator with a guaranty of performance of the assignee's obligations under this Agreement prior to the effectiveness of the assignment. In addition, Operator acknowledges and understands that Licensee may at some point, for reasons deemed sufficient to Licensee, discontinue ITFS operations. Subject to SUBPARAGRAPH 9(c), Licensee shall notify Operator in writing in advance of finalizing any such decision and, to the extent not then prohibited by FCC Rules, shall not discontinue ITFS operations without first assigning the License to an FCC-qualified entity which is reasonably acceptable to Operator and which agrees to assume Licensee's obligations under this Agreement.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. Except as provided in Article 6, this Agreement and all rights and obligations hereunder cannot be assigned or transferred without the prior written consent of the other Parties; provided, however, that the Non-Managing Shareholder may assign this Agreement and all of its rights and obligations hereunder without the other Parties’ consent to any of its affiliates (provided that, if such affiliate is no longer an affiliate of the Non-Managing Shareholder, such assignment shall be unwound).

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. 22.1 Subject to Article 22.2, the Parties shall have the right to assign all or part of their Participating Interest in any Exploration Permit and/or any Exploitation Concession under this Petroleum Agreement in accordance with the Hydrocarbon Code. KOSMOS and ONHYM will collaborate in any farmout process undertaken by KOSMOS. ONHYM ill participate in the preparation of the roadshow material and will also be involved in the roadshow and in marketing meetings to prospective assigness. Furthermore, KOSMOS will obtain ONHYM’S approval of the prospective assignee before any assignment takes place. 22.2 During the term of the Exploration Permits, ONHYM will not assign its rights hereunder except for an assignment to KOSMOS or if the Moroccan state nominates another entity to hold such rights on the STATE’s behalf. Any such entity shall be subject to a similar restriction on assignment of the rights it acquires hereunder. 22.3 In the event that there is an assignment between a Party and any of its Affiliates, then such assignment shall be carried out in accordance with the Hydrocarbon Code. 22.4 In the event that there is an assignment to a third party, such assignment shall require the prior approval of the Minister in charge of Energy in accordance with the Hydrocarbon Code.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. 14.1. Either Party shall have the right to assign or transfer any or all of its rights or obligations to an Affiliate of that Party and performance of any obligation by an Affiliate shall be deemed to constitute performance by the relevant Party. This Agreement shall be binding upon the Parties and their successors and permitted assigns.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. The Pledgor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent. The Agent shall be permitted to transfer or delegate any rights or obligations, and to assign any claims under this Agreement subject to the terms and conditions contained in the Credit Agreement, and the Pledgor hereby explicitly consents to such assignment and transfer.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. 22.1 Subject to Article 22.2, the Parties shall have the right to assign all or part of their Participating Interest in any Exploration Permit and/or any Exploitation Concession under this Petroleum Agreement in accordance with the Hydrocarbon Code. In the event KOSMOS desires to farmout a portion of its Participating Interest in Exploration Permits and/or any Exploitation Concession under this Petroleum Agreement, KOSMOS and ONHYM will collaborate in any such farmout process undertaken by KOSMOS. ONHYM will participate in the preparation of the corresponding promotional material and will also be involved in the roadshow and in marketing meetings to prospective assignees. Furthermore, KOSMOS must obtain approval from the Minister in charge of Energy and ONHYM pertaining to the prospective assignee before any assignment is effective. If such a transfer takes place, the Parties shall enter into an amendment to this Agreement to recognize the new Percentage Interests and the corresponding commitments. 22.2 During the term of the Exploration Permits, ONHYM will not assign its rights hereunder except for an assignment to KOSMOS or if the Moroccan state nominates another entity to hold such rights on the STATE’s behalf. Any such entity shall be subject to a similar restriction on assignment of the rights it acquires hereunder. 22.3 In the event of an assignment between KOSMOS and its Affiliates, such assignment shall be carried out in accordance with the Hydrocarbon Code. 22.4 In the event that there is an assignment to a third party, such assignment shall require the prior approval of the Minister in charge of Energy in accordance with the Hydrocarbon Code before it is effective. Notwithstanding the foregoing and for the avoidance of doubt, the Parties agree and acknowledge that any pledge, mortgage, charge, lien, hypothecation or encumbrance, by way of security of its interest under the Exploration Permits will require only notification to the Minister in charge of Energy.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. This Agreement and all rights and obligations hereunder cannot be assigned or transferred by either party without the other party’s prior written consent (other than in connection with Transfers to Affiliates as contemplated by Section 2.11 or Section 5.3). The provisions of this Section 6.2 do not restrict Transfers of Preferred Units or Units in accordance with Sections 5.2 or 5.3.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. 14.1. The Company shall have the right to assign or transfer any or all of its rights or obligations to an Affiliate of that Party and performance of any obligation by an Affiliate shall be deemed to constitute performance by the relevant Party. The Client shall have the right to assign or transfer any or all of its rights or obligations to an Affiliate of that Party or to any other third person only after obtaining prior written consent of the Company. This Agreement shall be binding upon the Parties and their successors and permitted assigns. The Parties agree that transfer of their rights and obligations under statutory requirements shall be considered as permissible and valid transfer for the purposes of this Agreement.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. 14.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their successors. 14.2 The Borrower may not assign or transfer its rights or obligations under this Agreement to any third party without the prior written consent of the Lender (which may be given on a conditional basis). 14.3 The Parties agree that if the Borrower assigns any of its receivables due by the Lender under this Agreement to any third party without the prior written consent of the Lender, such assignment shall not be effective towards the Lender until and unless it grants a subsequent consent with such assignment. 14.4 The Lender may assign its receivables and related rights under this Agreement without the prior consent of the Borrower, in whole or in part, to any third party.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. 12.1 The Supplier shall not assign the Agreement, or otherwise transfer any rights or obligation arising under the Agreement to a third party without the prior written consent of Bunge.