Common use of Assignment by Lessor; Assignment or Sublease by Xxxxxx Clause in Contracts

Assignment by Lessor; Assignment or Sublease by Xxxxxx. (a) Upon thirty (30) days advance written notice to Lessee and provided that any such assignee expressly assumes Lessor’s obligations under this MOLA and each Schedule, Lessor may (i) assign all or a portion of Lessor’s right, title and interest in this MOLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MOLA, any Schedule and/or any Asset; and/or (iii) sell or transfer its title and interest as owner or licensor of the Hardware and Software and/or as Lessor under any Schedule; and DIR and each Lessee leasing Hardware under the MOLA understand and agree that Xxxxxx’s assigns may each do the same (hereunder collectively “Assignment”). All such Assignments shall be subject to each Lessee’s rights under the Schedule(s) executed between it and Lessor and to DIR’s rights under the MOLA. Each Lessee leasing Assets through Schedules under this MOLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Lessor shall remain liable for performance under the MOLA and any Schedule(s) executed hereunder to the extent Xxxxxx’s assigns do not perform Lessor’s obligations under the MOLA and Xxxxxxxx(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns, whether specific reference thereto is otherwise made herein. (b) Lessee will not sell, assign, sublet, pledge or otherwise encumber, or permit a lien to exist on or against any interest in this MOLA or the Assets without Lessor’s prior written consent except otherwise permitted under this MOLA; provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the MOLA to another state agency.

Assignment by Lessor; Assignment or Sublease by Xxxxxx. (a) Upon thirty (30) days advance written notice to Lessee and provided that any such assignee expressly assumes Lessor’s obligations under this MOLA and each Schedule, Lessor may (i) assign all or a portion of Lessor’s right, title and interest in this MOLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MOLA, any Schedule and/or any Asset; and/or (iii) sell or transfer its title and interest as owner or licensor of the Hardware and Software and/or as Lessor under any Schedule; and DIR and each Lessee leasing Hardware under the MOLA understand and agree that Xxxxxx’s assigns may each do the same (hereunder collectively “Assignment”). All such Assignments shall be subject to each Lessee’s rights under the Schedule(s) executed between it and Lessor and to DIR’s rights under the MOLA. Each Lessee leasing Assets through Schedules under this MOLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Lessor shall remain liable for performance under the MOLA and any Schedule(s) executed hereunder to the extent Xxxxxx’s assigns do not perform Lessor’s obligations under the MOLA and Xxxxxxxx(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns, whether specific reference thereto is otherwise made herein. (b) . Lessee will not sell, assign, sublet, pledge or otherwise encumber, or permit a lien to exist on or against any interest in this MOLA or the Assets without Lessor’s prior written consent except otherwise permitted under this MOLA; provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the MOLA to another state agency.

Assignment by Lessor; Assignment or Sublease by Xxxxxx. (a) Upon thirty (30) days advance written notice to Lessee and provided that any such assignee expressly assumes Lessor’s obligations under this MOLA and each Schedule, Lessor may (i) assign all or a portion of Lessor’s right, title and interest in this MOLA MLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MOLAMLA, any Schedule and/or any AssetEquipment; and/or (iii) sell or transfer its title and interest as owner or licensor of the Hardware and Software Equipment and/or as Lessor under any Schedule; and DIR and each Lessee leasing Hardware Equipment under the MOLA MLA understand and agree that Xxxxxx’s assigns may each do the same (hereunder collectively “Assignment”). All such Assignments shall be subject to each Lessee’s rights under the Schedule(s) executed between it and Lessor and to DIR’s rights under the MOLAMLA. Each Lessee leasing Assets Equipment through Schedules under this MOLA MLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Each Lessee leasing Equipment through Schedules under this MLA and DIR acknowledge that the assigns do not assume Xxxxxx’s obligations hereunder and agree to make all payments owed to the assigns without abatement and not to assert against the assigns any claim, defense, setoff or counterclaim which DIR or the Lessee(s) may possess against the Lessor or any other party for any other reason. Lessor shall remain liable for performance under the MOLA MLA and any Schedule(s) executed hereunder to the extent Xxxxxx’s assigns do not perform Lessor’s obligations under the MOLA MLA and Xxxxxxxx(sSchedule(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns, whether specific reference thereto is otherwise made herein. (b) Lessee will LESSEE WILL NOT SELL, ASSIGN, SUBLET, PLEDGE OR OTHERWISE ENCUMBER, OR PERMIT A LIEN TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE, OR THE EQUIPMENT, OR REMOVE THE EQUIPMENT FROM ITS LOCATION REFERRED TO ON THE SCHEDULE, WITHOUT XXXXXX’S PRIOR WRITTEN CONSENT EXCEPT AS PROVIDED IN SECTION 11 OF THIS MLA. LESSOR MAY ASSIGN ITS INTEREST IN THIS LEASE AND SELL OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF THE EQUIPMENT WITHOUT LESSEE’S CONSENT. LESSEES THAT ARE STATE AGENCIES, WITHOUT WAIVING THE DOCTRINE OF SOVEREIGN IMMUNITY AND IMMUNITY FROM SUIT, AND ONLY AS MAY BE AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, AGREE THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST LESSEE TO ENFORCE XXXXXX’S RIGHTS HEREUNDER, LESSEE WILL NOT ASSERT AGAINST SUCH ASSIGNEE AND EXPRESSLY WAIVES AS AGAINST ANY ASSIGNEE, ANY BREACH OR DEFAULT ON THE PART OF LESSOR HEREUNDER OR ANY OTHER DEFENSE, CLAIM OR SET-OFF WHICH LESSEE MAY HAVE AGAINST LESSOR EITHER HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE SHALL BE OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION REQUIRED TO BE PERFORMED BY LESSOR HEREUNDER. Without the prior written consent of Lessor, DIR shall not sell, assign, subletsublease, transfer, pledge or otherwise encumber, or permit a lien to exist on or against any interest in this MOLA or hypothecate the Assets without Lessor’s prior written consent except otherwise permitted under this MOLAMaster Lease Agreement; provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the MOLA contract to another state agency.

Assignment by Lessor; Assignment or Sublease by Xxxxxx. (a) Upon thirty (30) days advance written notice to Lessee and provided that any such assignee expressly assumes Lessor’s obligations under this MOLA and each Schedule, Lessor may (i) assign all or a portion of Lessor’s right, title and interest in this MOLA MLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MOLAMLA, any Schedule and/or any AssetEquipment; and/or (iii) sell or transfer its title and interest as owner or licensor of the Hardware and Software Equipment and/or as Lessor under any Schedule; and DIR and each Lessee leasing Hardware Equipment under the MOLA MLA understand and agree that Xxxxxx’s assigns may each do the same (hereunder collectively “Assignment”). All such Assignments shall be subject to each Lessee’s rights under the Schedule(s) executed between it and Lessor and to DIR’s rights under the MOLAMLA. Each Lessee leasing Assets Equipment through Schedules under this MOLA MLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Each Lessee leasing Equipment through Schedules under this MLA and DIR acknowledge that the assigns do not assume Xxxxxx’s obligations hereunder and agree to make all payments owed to the assigns without abatement and not to assert against the assigns any claim, defense, setoff or counterclaim which DIR or the Lessee(s) may possess against the Lessor or any other party for any other reason. Lessor shall remain liable for performance under the MOLA MLA and any Schedule(s) executed hereunder to the extent Xxxxxx’s assigns do not perform Lessor’s obligations under the MOLA MLA and Xxxxxxxx(sSchedule(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns, whether specific reference thereto is otherwise made herein. (b) Lessee will LESSEE WILL NOT SELL, ASSIGN, SUBLET, PLEDGE OR OTHERWISE ENCUMBER, OR PERMIT A LIEN TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE, OR THE EQUIPMENT, OR REMOVE THE EQUIPMENT FROM ITS LOCATION REFERRED TO ON THE SCHEDULE, WITHOUT XXXXXX’S PRIOR WRITTEN CONSENT EXCEPT AS PROVIDED IN SECTION 11 OF THIS MLA. LESSOR MAY ASSIGN ITS INTEREST IN THIS LEASE AND SELL OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF THE EQUIPMENT WITHOUT LESSEE’S CONSENT. LESSEES THAT ARE STATE AGENCIES, WITHOUT WAIVING THE DOCTRINE OF SOVEREIGN IMMUNITY AND IMMUNITY FROM SUIT, AND ONLY AS MAY BE AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, AGREE THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST LESSEE TO ENFORCE XXXXXX’S RIGHTS HEREUNDER, XXXXXX WILL NOT ASSERT AGAINST SUCH ASSIGNEE AND EXPRESSLY WAIVES AS AGAINST ANY ASSIGNEE, ANY BREACH OR DEFAULT ON THE PART OF LESSOR HEREUNDER OR ANY OTHER DEFENSE, CLAIM OR SET-OFF WHICH LESSEE MAY HAVE AGAINST LESSOR EITHER HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE SHALL BE OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION REQUIRED TO BE PERFORMED BY LESSOR HEREUNDER. Without the prior written consent of Lessor, DIR shall not sell, assign, subletsublease, transfer, pledge or otherwise encumber, or permit a lien to exist on or against any interest in this MOLA or hypothecate the Assets without Lessor’s prior written consent except otherwise permitted under this MOLAMaster Lease Agreement; provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the MOLA contract to another state agency.

Assignment by Lessor; Assignment or Sublease by Xxxxxx. (a) Upon thirty (30) days advance written notice to Lessee and provided that any such assignee expressly assumes Lessor’s obligations under this MOLA and each Schedule, Lessor may (i) assign all or a portion of Lessor’s right, title and interest in this MOLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MOLA, any Schedule and/or any Asset; and/or (iii) sell or transfer its title and interest as owner or licensor of the Hardware and Software and/or as Lessor under any Schedule; and DIR and each Lessee leasing Hardware under the MOLA understand and agree that Xxxxxx’s assigns may each do the same (hereunder collectively “Assignment”). All such Assignments shall be subject to each Lessee’s rights under the Schedule(s) executed between it and Lessor and to DIR’s rights under the MOLA. Each Lessee leasing Assets through Schedules under this MOLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Lessor shall remain liable for performance under the MOLA and any Schedule(s) executed hereunder to the extent Xxxxxx’s assigns do not perform Lessor’s obligations under the MOLA and Xxxxxxxx(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns, whether specific reference thereto is otherwise made herein. (b) Lessee will not sell, assign, sublet, pledge or otherwise encumber, or permit a lien to exist on or against any interest in this MOLA or the Assets without Lessor’s prior written consent except otherwise permitted under this MOLA; provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the MOLA to another state agency.. DocuSign Envelope ID: 2613BA15-13D3-46BE-A489-19108EFE13BB