Common use of Assignment; Change of Control Clause in Contracts

Assignment; Change of Control. Neither party may, or shall have the power to, assign this Agreement without the prior written consent of the other; provided, however, that either party may assign its rights and obligations under this Agreement without the approval of the other party to any subsidiary or Affiliate or successor in connection with a Change of Control Event; provided, that in no event shall such assignment relieve such party of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.

Appears in 3 contracts

Samples: It Services Agreement, It Services Agreement, It Services Agreement (PharMerica CORP)

AutoNDA by SimpleDocs

Assignment; Change of Control. Neither party may, or Party shall have the power to, assign this Agreement without the prior written consent of the other; other Party, provided, however, that either party may a Party is permitted to assign its rights and obligations under this Agreement without the approval of the other party to any subsidiary or Affiliate or successor such consent in connection with a Change the transfer or sale of Control Event; provided, that in no event shall such assignment relieve such party all or substantially all of its assets, capital stock or business related to this Agreement, or in the event of its merger or consolidation or change in control, corporate recapitalization or restructuring or similar transaction. Any permitted assignee must assume all obligations of its assignor under this Agreement. Subject to the foregoing, Any assignment by a Party of this Agreement in violation of this Section 11.1 shall be binding on the parties hereto and their respective successors and assignsvoid.

Appears in 2 contracts

Samples: Option Agreement (Brooklyn ImmunoTherapeutics, Inc.), Option Agreement (Acer Therapeutics Inc.)

Assignment; Change of Control. This Agreement will be binding upon and will inure to the benefit of each Party and each Party’s respective transferees, successors and assigns. Neither party may, Party shall assign or shall have the power to, assign transfer this Agreement to a third party without the prior written consent of the other; providedother Party. Notwithstanding the foregoing, however, that either party may assign its rights and obligations under this Agreement without neither Party shall be required to obtain the approval prior written consent of the other party to any subsidiary or Affiliate or successor Party in connection with the event of a Change in Control of Control Event; providedsuch Party, provided that in no event shall such assignment relieve such party of its the acquirer(s) assumes the acquired Party’s obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.hereunder after such

Appears in 2 contracts

Samples: License Agreement (Urologix Inc), License Agreement (Urologix Inc)

Assignment; Change of Control. (a) Neither party may, Party may assign or shall have the power to, assign transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other; providedother Party, however, except that either party Party may assign its rights and obligations under this Agreement make such an assignment without the approval of the other party Party’s express written consent to any subsidiary or Affiliate or successor in connection with a Change of Control Event; provided, that in no event shall such assignment relieve such party of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assignsAffiliates.

Appears in 1 contract

Samples: Collaboration and License Agreement (Kempharm, Inc)

Assignment; Change of Control. Neither party mayParty may assign any of its rights or obligations hereunder, whether by operation of law or shall have the power tootherwise, assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld; such consent of the other; providedshall not, however, that either party may assign its rights and obligations under this Agreement without the approval of the other party to any subsidiary or Affiliate or successor be required, in connection with an assignment to a Change successor in interest in connection with any merger, consolidation, reorganization or restructuring, or the sale of Control Event; provided, that in no event shall such assignment relieve such party substantially all of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assignsa Party’s assets.

Appears in 1 contract

Samples: Customer Subscription Agreement

AutoNDA by SimpleDocs

Assignment; Change of Control. Neither party may, or shall have the power to, assign this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by any Party without the prior written consent of the otherother Party, which shall not be unreasonably withheld; provided, however, that either party may any Party may, without such consent, assign its rights and obligations under this Agreement without the approval of the other party Agreement: (a) in whole or in part to any subsidiary or Affiliate or successor in connection with a Change of Control Event; provided, that in no event shall such assignment relieve such party of its respective Affiliates; provided that such Party shall remain primarily liable in respect of all obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on the parties hereto so assigned and their respective successors and assigns.such Affiliate has

Appears in 1 contract

Samples: Co Development and Collaboration Agreement (Aveo Pharmaceuticals Inc)

Assignment; Change of Control. Neither This Agreement shall bind the Parties hereto and their successors and assigns, provided that neither party may, or shall have the power to, right to assign this Agreement or any part thereof to a third party without the prior written consent of the other; providedother party, however, that either party may assign its rights and obligations under this Agreement without the approval of the other party to any subsidiary or Affiliate or successor in connection with a Change of Control Event; provided, that in no event shall however such assignment relieve such party of its obligations under this Agreement. Subject to the foregoing, this Agreement shall consent will not be binding on the parties hereto and their respective successors and assignsunreasonably withheld.

Appears in 1 contract

Samples: Promotion Agreement (MiddleBrook Pharmaceuticals, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!