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.
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.
