Assignment/Novation. Except as otherwise provided in this Agreement or an FAA, the Accredited Entity will not be entitled to assign or otherwise transfer its rights and obligations under this Agreement, in full or in part, without the prior written consent of the Fund, which consent may be granted or not granted at the Fund’s absolute discretion.
Assignment/Novation. The Company may not assign rights under this Agreement or novate this Agreement without First Data’s written consent. First Data may assign, novate or transfer its rights or obligations under this Agreement to its affiliate, or another financial or other institution that is a member of the Networks. The Company agrees (1) to a novation by written notice to the Company where the new contract is on the same terms and conditions as the existing agreement, the new party assumes the rights and obligations of the outgoing party and the outgoing party is released from those rights and obligations, and (2) to enter into such documents as First Data may reasonably require in order to effect such assignment, novation or transfer. This Agreement will be enforceable against a party’s permitted successors or assigns.
Assignment/Novation. 10.1 CEP has a full and unfettered right (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreement. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such assignee, novatee or other successor or any participant or proposed assignee, novatee, successor or participant.
10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “Transferring Bank”) shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “Novation Date”), the provisions of Clause 10.3 shall have effect (but not otherwise).
10.3 With effect from (and subject to the occurrence of) the Novation Date:
10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date;
10.3.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank;
10.3.3 the Transferrin...
Assignment/Novation. This Agreement may not be assigned by a Party without the prior written consent of the other Party; provided, however, that (i) a Party may assign this Agreement to any of its Affiliates with net worth or insurance commensurate with such Party’s obligations and sufficient capacity and personnel, without such consent, but with notice to the other Party; and (ii) Client may, without Provider’s consent, assign this Agreement (a) to a third party in connection with the transfer or sale of all or substantially all of its assets or the line of business or Product to which this Agreement relates; (b) to a successor entity or acquirer in the event of a merger, consolidation or change of control. Any purported assignment in violation of this Section is void. This Agreement binds the Parties’ successors and assigns. Notwithstanding anything to the contrary in this Agreement, upon written notice from Client that Client has executed an exclusive license as to all or substantially all of the Client’s assets or Product to which one or more Work Orders relates, Provider shall, and hereby does (and Client, by providing such notice, also shall, and hereby does): (i) novate this Agreement and the applicable Work Orders to the Client’s exclusive licensee, on a form of novation agreement provided by Client and reasonably accepted by Provider (which acceptance shall not be unreasonably withheld, conditioned, or delayed) at the time of such novation; and (ii) enter into a new agreement that is an exact copy of this Agreement and includes only those Work Orders that are not subject to the novation in clause (i).
Assignment/Novation. Except as otherwise provided in this Agreement or an FAA, neither Party will be entitled to assign or otherwise transfer its rights and obligations under this Agreement, in full or in part, without the prior written consent of the other Party, which consent may not be unreasonably withheld.
Assignment/Novation. This Agreement is personal to the Contractor and shall not be assigned or novated either as to the whole or any part thereof, without the prior written consent of the Buyer. The Buyer may, by notification to the Contractor, assign or novate the whole or any part of this Agreement to any party. The Contractor shall be deemed to have consented to such assignment or novation.
Assignment/Novation. P1 may novate/assign all of this agreement or such portion thereof as it deems necessary in the interest of maintaining the Services to the Subscriber, without notification to and/or objection from the Subscriber.
Assignment/Novation. Prior to the closing of the acquisition of the Painting, Masterworks Gallery will assign to the Company all of its rights and the Company will assume all of Masterworks Gallery’s obligations with respect to the acquisition of the Painting, which will occur prior to the initial closing of the Offering.
Assignment/Novation. The Accredited Entity will not be entitled to assign or otherwise transfer its rights and obligations under this Agreement, in full or in part, without the prior written consent of the Fund, which consent may be granted or not granted at the Fund’s absolute discretion.
Assignment/Novation. This Agreement is personal to the Vendor and shall not be assigned or novated either as to the whole or any part thereof, without the prior written consent of SATS. SATS may, by notification to the Vendor, assign or novate the whole or any part of this Agreement to any party. The Vendor shall be deemed to have consented to such assignment or novation, which shall be effective on the date that SATS notifies the Vendor.
