Assignment by Master Licensee Sample Clauses

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 that are used in the franchising business of Master Licensee, nor any controlling ownership interest (as defined below) 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, which approval will not be unreasonably withheld. 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 shall be required only for the sale, assignment or other transfer of this Agreement. Master Licensee shall be required to pay to Company the transfer fee specified in Paragraph 5.8 for any 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. However, transfer of a controlling ownership interest shall de deemed not to occur, and neither consent from Company nor payment of any Transfer Fee is required (i) if Master Licensee or the Guarantor sells voting equity interests in Master Licensee to the public, then Company shall have the right to require Master Licensee to pay Company the transfer fee specified in Paragraph 5.8 only if, Master Licensee or the Guarantor sells voting equity interests in Master Licensee through an initial public offering or one or more additional public offerings such that (x) either Guarantor shall no longer own a thirty-five percent (35%) controlling ownership interest in Master Licensee, and (y) no entity shall own, together with its Affiliates, more than thirty-five percent (35%) of the ownership of Master Licensee, or (ii) in respect of the purchase and sale of all or less than all of the equity interests in Master Licensee between Chartwell Mexico Corp. or an Affili...
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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:
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.
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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
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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.
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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 Assignor Effective as of the Closing, Assignor hereby transfers and assigns to Assignee the Intangible Property and the Permits and Entitlements.

  • 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:

  • Assignment by Members No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.

  • 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 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.

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