Assignment by Master Licensee Sample Clauses

Assignment by Master Licensee. The Master License business granted herein is personal to the Master Licensee and except as stated below, the Licensor shall not allow or permit any transfer, assignment, sublicense or conveyance of this Agreement or any interest hereunder. The Master Licensee shall not sell, transfer or assign its rights under this Agreement or any interest in it, or any part or portion of the entity that owns it, or a substantial portion of the assets used in carrying out this Agreement (including, without limitation, its right, title and interest to any Franchise Agreement to which it is a party), unless the Master Licensee obtains the Licensor’s prior written consent and the Master Licensee or the proposed transferee or both, comply with the following requirements: a. Payment of all amounts due and owing by the Master Licensee to the Licensor and to third parties whose debts or obligations the Licensor has guaranteed on behalf of the Master Licensee, if any; b. Agreement by the proposed transferee to satisfactorily complete the initial training program conducted by the Licensor, which training may be completed by the transferee either prior to or immediately after assignment of this Agreement; c. An express written assumption by the proposed transferee of the Master Licensee’s obligations pursuant to this Agreement and all Franchise Agreements executed with Franchisees in the Licensed Territory; d. Provision by the Master Licensee of thirty days written notice prior to the proposed effective date of the transfer, such notice to contain the material terms and conditions of the transfer, including without limitation, the price and terms of payment; e. Execution by the Master Licensee of a general release of all claims against the Licensor and an acknowledgement of the termination of all of its rights in connection with this Agreement; f. Payment by the Master Licensee or the proposed transferee of a transfer fee in an amount commensurate with the reasonable costs incurred by the Licensor in connection with the review and consummation of the proposed transfer and the qualification and training of the transferee, which payment shall not exceed 10% of the total purchase price to be paid by the transferee, whether to be paid in lump sum or financed; g. The proposed transferee shall have provided information to the Licensor sufficient for the Licensor to assess the proposed transferee’s business experience, aptitude, creditworthiness and financial resources to operate the Mas...
Sample 1
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Assignment by Master Licensee. The Master License business granted herein is personal to the Master Licensee and except as stated below, the Licensor shall not allow or permit any transfer, assignment, sublicense or conveyance of this Agreement or any interest hereunder. The Master Licensee shall not sell, transfer or assign its rights under this Agreement or any interest in it, or any part or portion of the entity that owns it, or a substantial portion of the assets used in carrying out this Agreement (including, without limitation, its right, title and interest to any Franchise Agreement to which it is a party), unless the Master Licensee obtains the Licensor’s prior written consent and the Master Licensee or the proposed transferee or both, comply with the following requirements: a. Payment of all amounts due and owing by the Master Licensee to the Licensor and to third parties whose debts or obligations the Licensor has guaranteed on behalf of the Master Licensee, if any; b. Agreement by the proposed transferee to satisfactorily complete the initial training program conducted by the Licensor, which training may be completed by the transferee either prior to or immediately after assignment of this Agreement;
Sample 1
Assignment by Master Licensee. 32 16.3 Assignment to an Affiliate ..................................... 32 17. TERMINATION ............................................................ 32 17.1 By Company ..................................................... 32 17.2 By Master Licensee ............................................. 33 17.3 By Either Party ................................................ 33 17.4 Status of Products after Termination ........................... 33 18. RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION ............................................................ 34 18.1 Payment of Amounts Due to Company .............................. 34 18.2 Change of Identification ....................................... 34 ii
Sample 1
Assignment by Master Licensee. Master Licensee acknowledges that the rights and duties created by this Agreement are personal to Master Licensee and that Company has entered into this Agreement on the basis of the collective character, business ability and financial capacity of Master Licensee and its management. Neither this Agreement (or any interest in it), nor any material assets of Master Licensee or material portion thereof, nor all or any portion or an interest representing voting control or majority ownership in Master Licensee may be voluntarily or involuntarily, directly or indirectly, sold, assigned or otherwise transferred by Master Licensee or its owners, without the prior written approval of Company whether by merger, consolidation, reorganization, issuance or redemption of capital stock or other corporate action. Any sale, assignment or transfer without such approval shall constitute a breach hereof and convey no rights to or interest in this Agreement; provided, however, if Master Licensee is a public company, then Master Licensee shall require Company's prior written approval only for the sale, assignment or other transfer of this Agreement, all or a material portion of the assets of Master Licensee or one-half (1/2) or more of the equity of Master Licensee with the consent of Master Licensee's Board of Directors.
Sample 1
Assignment by Master Licensee. Master Licensee acknowledges that the rights and duties created by this Agreement are personal to Master Licensee and that Company has entered into this Agreement on the basis of the collective character, business ability and financial capacity of Master Licensee and its owners. Neither this Agreement (or any interest in it), any material assets of Master Licensee or material portion thereof, nor the majority or all of the ownership interest in Master Licensee may be voluntarily or involuntarily, directly or indirectly, sold, assigned or otherwise transferred by Master Licensee or its owners, without the prior written approval of Company, whether by merger, consolidation, amalgamation, reorganization, issuance or redemption of capital stock or other corporate action. Any sale, assignment or transfer without such approval shall constitute a breach hereof and convey no rights to or interest in this Agreement; provided, however, if Master Licensee is a public company, then Company's prior written approval and payment of a transfer fee shall be required only for the Company's merger, consolidation, amalgamation, or the sale, assignment or other transfer of this Agreement, all or a material portion of the assets of Master Licensee, or the sale or exchange of fifty percent (50%) or more of the equity of Master Licensee with the consent of Master Licensee's Board of Directors. Master Licensee shall be required to pay to Company the transfer fee specified in Paragraph 5.8 for any direct or indirect sale, assignment or other transfer of this Agreement or a "controlling ownership interest" in Master Licensee, meaning fifty percent (50%) or more of the voting equity of Master Licensee. Transfers of Master Licensee's capital stock among the persons listed on the current Ownership Disclosure Statement require no approval or consent of Company.
Sample 1

Related to Assignment by Master Licensee

  • Assignment by Owner 51 Section 12.11

  • 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 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 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 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 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 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.

  • 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 Landlord Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder, in the Premises, and in such event and upon such transfer no further liability or obligation shall thereafter accrue against Landlord hereunder.

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

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