Common use of Assignment/Sublicense Clause in Contracts

Assignment/Sublicense. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, subject to a sublicense or transferred in whole or in part by operation of law or otherwise, by either of the Parties hereto without the prior written consent of the other Party hereto; except that: (a) Licensee shall have the right, without the consent of Licensor, to grant sublicenses to any of Licensee’s wholly-owned subsidiaries (in which case Licensee shall continue to be bound by the terms of this Agreement and Licensee will remain liable to Licensor in respect of the acts of any sub-licensee); (b) Licensor shall have the right, without the consent of Licensee, to grant sublicenses of any of its rights and obligations hereunder to any of Licensor’s Affiliates; and (c) in connection with the transfer (whether by asset transaction, stock sale, merger or otherwise) to a third party of all or substantially all of the Trademarks that are the subject of the License granted under this Agreement, Licensor shall be permitted and shall be required to assign all rights and obligations of Licensor under this Agreement to such third party; provided, however, that in the case of Section 10.03(b), the assignee or sub-licensee as applicable shall agree in writing to be bound by the terms and conditions contained in this Agreement. No assignment, sub-license or transfer by either Party shall relieve such Party of any of its obligations hereunder. Subject to the immediately preceding two sentences, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns. Any purported assignment or transfer not permitted under this Section 10.03 shall be null and void. All such assignments shall be subject to all necessary regulatory approvals.

Assignment/Sublicense. Neither (a) The rights and obligations of a Party under this Agreement nor any of the rights, interests or obligations hereunder shall may not be assigned, in whole or in part, subject to a sublicense or transferred in whole or in part assigned by operation of law or otherwise, by either of the Parties hereto such Party without the prior written consent of the other Party; provided, however, that the entire rights and obligations of either Party hereto; except that: (a) Licensee shall have the rightunder this Agreement are transferable, without the prior consent of Licensorthe other Party, to grant sublicenses (i) any person or entity that acquires all or substantially all of the business or assets of a Party (the “successor”) (whether by purchase of assets, equity merger or other corporate reorganization) and (ii) any Affiliate of such Party as long as such Party agrees to any remain liable for its obligations hereunder. Any such Affiliate or successor (whether by purchase of Licenseeassets, equity merger or other corporate reorganization) to all or substantially all of a Party’s wholly-owned subsidiaries (business and/or assets shall assume all of such Party’s rights and shall assume all of the obligations of such Party under this Agreement and shall agree to perform all of that Party’s obligations under this Agreement in which case Licensee shall continue the same manner and to be bound by the same extent as the original Party is required to perform such obligations in the absence of such a succession. Assignment under the terms of this Agreement and Licensee will remain liable to Licensor in respect paragraph shall not effect termination of the acts of any sub-licensee); (b) Agreement. Notwithstanding the foregoing, Licensor shall have the right, without the consent of Licensee, not be entitled to grant sublicenses of transfer all or any portion of its rights and obligations hereunder to any third-party that is engaged in the business of selling consumer products or any other products via direct response or via continuity methods without the prior written consent of Licensee, which consent Licensee may withhold in its sole and absolute discretion. (b) Upon Licensor’s Affiliates; and prior written consent (c) which consent shall not be unreasonably withheld), Licensee may, during the Term, grant sub-licenses of its rights to Market the Products and use and otherwise exploit the Product IP in accordance with the terms hereof to any Person for such sub-licensees’ use in connection with the transfer (whether by asset transaction, stock sale, merger or otherwise) to a third party of all or substantially all Marketing of the Trademarks that are Products via the subject of the License granted under this Agreement, Licensor shall be permitted and shall be required to assign all rights and obligations of Licensor under this Agreement to such third party; provided, however, that applicable Channels in the case Territory. Licensor’s failure to disapprove of Section 10.03(b), the assignee or sub-licensee as applicable shall agree in writing to be bound by the terms and conditions contained in this Agreement. No assignment, a proposed sub-license or transfer by either Party shall relieve such Party of any of its obligations hereunder. Subject to the immediately preceding two sentences, this Agreement Licensee within five (5) Business Days following Licensee’s written request therefore shall be binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assignsdeemed Licensor’s approval thereof. Any purported assignment or transfer not permitted consent by Licensor with respect to Licensee’s grant of a sub-license under this Section 10.03 13.3(b) shall not be null and voiddeemed to be a consent to any other sub-licenses or any sub-license to any Person to whom such consent was not specified. All such assignments Notwithstanding the foregoing, Licensor’s prior written consent shall not be subject required for Licensee to all necessary regulatory approvalsMarket the Products via its Channel partners.