Assignment by GE Sample Clauses

Assignment by GE. (a) GE may assign or otherwise transfer Software or the Agreement, in whole, to third parties (such party, a "Transferee") following notice to Xxxxxxx.xxx in connection with the sale of all or substantially all of the capital stock or assets of GE or a division, business operation or subsidiary of GE (any of the foregoing, a "GE Business Unit"). Xxxxxxx.xxx hereby authorizes the foregoing assignments, provided that (a) such transfers or assignments are made pursuant to a written assignment and assumption agreement; (b) all fees due to Xxxxxxx.xxx for use by GE of such Software and Support Services prior to such assignment have previously been paid; (c) GE may not transfer or assign any Software or related materials to any then- current competitor or customer of Xxxxxxx.xxx (or any affiliate, division, operating unit or subsidiary of such competitor or customer); and (d) the Transferee shall have signed mutually agreeable software license and support agreements with Xxxxxxx.xxx as set forth below. Xxxxxxx.xxx hereby agrees that the material terms of the Software license granted to GE hereunder shall be passed on to a Transferee for no additional license fee for the term of this Agreement provided that (i) the scope of use of the Software by the Transferee does not and will not exceed the scope of use at the time of transfer of the Software by GE or the applicable GE Business Unit; (ii) GE notifies Xxxxxxx.xxx of the total number of Healing Agent licenses that will be transferred to the Transferee at the time of divestiture and such transferred licenses shall then vest in the divested entity; and (iii) that number of transferred licenses at the time of divestiture will be included in the number of Healing Agents as called for on Exhibit A. In the event that the divested --------- entity has additional requirements or terms (including fees for licenses and services) said requirements or terms will be determined between the divested entity and Xxxxxxx.xxx, and those additional Healing Agent licenses will not be included in the total called for on Exhibit A. When --------- the Software is transferred to a Transferee, GE's license and GE's right to use the Software, to the extent such rights have been transferred, are terminated. (b) GE shall notify Xxxxxxx.xxx in writing within thirty (30) days of the assignment date and shall furnish Xxxxxxx.xxx a copy of an executed assignment agreement demonstrating that Transferee agrees to be bound by the terms and conditi...
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Assignment by GE. This Agreement has been entered into by SonoSite in reliance upon the particular characteristics of GE and is personal to GE. Neither this Agreement, nor any rights or obligations hereunder, may be assigned, pledged or encumbered by GE without the express prior written approval of SonoSite, which may not be unreasonably withheld or delayed. Any such assignment absent such express prior written approval of SonoSite shall be null and void. Notwithstanding the foregoing, GE may assign this Agreement without SonoSite’s consent to a successor-in-interest pursuant to a Change of Control if such successor-in-interest agrees to be bound by this Agreement in a writing delivered to SonoSite at the time of or reasonably promptly after such Change of Control, and such successor-in-interest thereafter shall be “GE” for purposes of this Agreement; provided, however, that the rights, licenses, covenants and obligations set forth in this Agreement which inure to the benefit of such successor-in-interest shall extend only to the Licensed GE Products. Should any successor fail to materially meet all terms of this Agreement, such failure shall be subject to the Expedited Process described in Section 6.2. Upon any permitted assignment, this Agreement and all of the rights and obligations of GE under this Agreement shall be binding upon and inure to the benefit of its assignee or successor-in-interest.
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Related to Assignment by GE

  • Assignment by Owner 51 Section 12.11

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Assignment by Company The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term "Company" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.

  • Assignment by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.

  • Assignment by Issuer The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

  • Assignment by Lessor The terms and conditions of each Schedule have been fixed by Lessor in order to permit Lessor to sell and/or assign or transfer its interest or grant a security interest in each Schedule and/or the Equipment to a Secured Party or Assignee. In that event, the term Lessor will mean the Assignee and any Secured Party. However, any assignment, sale, or other transfer by Lessor will not relieve Lessor of its obligations to Lessee and will not materially change Lessee's duties or materially increase the burdens or risks imposed on Lessee. The Lessee consents to and will acknowledge such assignments in a written notice given to Lessee. Lessee also agrees that: (a) The Secured Party will be entitled to exercise all of Lessor's rights, but will not be obligated to perform any of the obligations of Lessor. The Secured Party will not disturb Lessee's quiet and peaceful possession and unrestricted use of the Equipment so long as Lessee is not in default and the Secured Party continues to receive all Rent payable under the Schedule; and (b) Lessee will pay all Rent and all other amounts payable to the Secured Party, despite any defense or claim which it has against Lessor. Lessee reserves its right to have recourse directly against Lessor for any defense or claim; (c) Subject to and without impairment of Lessee's leasehold rights in the Equipment, Lessee holds the Equipment for the Secured Party to the extent of the Secured Party's rights in that Equipment.

  • Assignment by Lender Lender's rights under this agreement may be assigned in connection with any assignment or transfer of any senior debt.

  • Assignment by Depositor Concurrently with the execution of this Agreement, the Depositor shall assign its interest under this Agreement with respect to the Mortgage Loans to the Trustee, and the Trustee then shall succeed to all rights of the Depositor under this Agreement. All references to the rights of the Depositor in this Agreement shall be deemed to be for the benefit of and exercisable by its assignee or designee, specifically including the Trustee.

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