Assignment to Non-Affiliates. Either Party may assign any of its rights or obligations under this Agreement or its ownership interest in Joint Patents to a non-Affiliate only in connection with a merger or similar reorganization or the sale of all or substantially all of its assets, or otherwise with the prior written consent of the other Party. This Agreement shall survive any such merger or reorganization of either Party with or into, or such sale of assets to, a Third Party and no consent for such merger, reorganization or sale shall be required hereunder; provided, that in the event of such merger, reorganization or sale, no intellectual property rights of the acquiring corporation shall be included in the Patents licensed. [*#*]CONFIDENTIAL TREATMENT REQUESTED
Assignment to Non-Affiliates. With the exception Environmental Attributes, this Agreement may not be assign without the prior written consent of the other Parties. Such consent may require that: (i) the assignee agrees in writing, in form and substance satisfactory to the non-assigning Parties, to assume and to perform each and every obligation of the assignor under this Agreement; (ii) the assignment does not impair any security given by the assigning Party hereunder unless the assignee posts replacement security which meets the requirements of this Agreement; and (iii) the assignee has obtained, prior to the assignment, such Authorizations as may be required by Applicable Law and Regulations. Any assignment in violation hereof shall be null and void and shall constitute an Event of Default by the assigning Party.
Assignment to Non-Affiliates. Sale or Merger. Neither KH, Geron nor P&U shall have the right to assign any or all of its rights under this Agreement to any Third Party without the prior written consent of the other parties. Notwithstanding the foregoing, but, in the case of Geron, subject to the terms of Section 17.5 of the P&U Agreement, any party may assign all of its rights or obligations under this Agreement without the other party's consent (i) to any Affiliate provided that such Affiliate is also assigned the related business and assets which are the subject of this Agreement and (ii) in connection with the sale of all or substantially all of the assigning party's related business, whether by merger, stock sale, or other transaction; provided that in any case, such assignment shall not relieve such party of its responsibilities for performance of its obligations under this Agreement. This Agreement shall survive any merger of either party with or into another party.
Assignment to Non-Affiliates. Myogen may assign any of its rights or obligations under this Agreement to a non-Affiliate only in connection with a merger or similar reorganization or the sale of all or substantially all of its assets to which this Agreement relates, or otherwise with the prior written consent of Sublicensee. Neither Sublicensee nor any Affiliate of Sublicensee may assign any of its rights or obligations under this Agreement to a non-Affiliate (including transfer of the Trademarks to any Third Party) without Myogen's prior written consent. Subject to the preceding sentence, this Agreement shall survive any merger or reorganization of either Party with or into, or such sale of assets to, a Third Party; provided, that in the event of such merger, reorganization or sale, no intellectual property rights of the acquiring corporation shall be included in the patents licensed. The foregoing notwithstanding, Sublicensee may transfer the Trademarks to Third Parties and lease such Trademarks back from such Third Parties in connection with financing transactions; provided that such transfer is subject to those licensing obligations of Sublicensee set forth in Article 9.4.
Assignment to Non-Affiliates. Sale or Merger. Neither party may assign its rights or obligations under this Agreement except as expressly provided elsewhere in this Agreement or in accordance with the remainder of this paragraph. Either party may assign its rights or obligations under this Agreement in connection with the sale of all or substantially all of the assigning party's related business. This Agreement shall survive any merger of either party with or into another party and no consent shall be required hereunder; provided, that in the event of such merger, no intellectual property rights of the Third Party that is a party to the merger or its Affiliate shall be included in the GenQuest Technology or the Corixa Technology, as applicable, to the extent that such intellectual property rights were Controlled by the Third Party or its Affiliate prior to the merger, or are created outside the Research Plan by personnel who were not employees of GenQuest or Corixa, respectively, prior to the merger. Following the Put Option Expiration under the Put/Call Agreement after an assignment of this Agreement by Corixa, GenQuest may upon notice to Corixa terminate the Research Term, in which case the Research Term shall be deemed to end for all purposes of this Agreement upon Corixa's receipt of such notice.
Assignment to Non-Affiliates. Sale or Merger. Neither party may assign its rights or obligations under this Agreement except as expressly provided elsewhere in this Agreement or in accordance with the remainder of this paragraph. Either party may assign its rights or obligations under this Agreement in connection with the sale of all or substantially all of the assigning party's related business. This Agreement shall survive any merger of either party with or into another party and no consent shall be required hereunder; provided, that in the event of such merger, no intellectual property rights of the Third Party that is a party to the merger or its Affiliate shall be included in the GenQuest Technology or the Corixa Technology, as applicable, to the extent that such intellectual property rights were Controlled by the Third Party or its Affiliate prior to the merger, or are created outside the Research Plan by personnel who were not employees of GenQuest or Corixa, respectively, prior to the merger. [***]
Assignment to Non-Affiliates. The Developer shall have the right to assign, in whole or in part, its rights, interests and obligations under this Agreement to a third party which is not an Affiliate of Developer during the term of this Agreement only with the written approval of the City Manager. Approval shall not be unreasonably withheld, conditioned, or delayed provided:
(a) The assignee (or the guarantor(s) of the assignee’s performance) has the financial ability to meet the obligations proposed to be assigned and to undertake and complete the obligations of this Agreement affected by the assignment; and
(b) The proposed assignee has adequate experience with developments of comparable scope and complexity to the portion of the Project that is the subject of the assignment. Any request for City approval of an assignment shall be in writing and accompanied by a copy of the Assumption Agreement required by Section D.4 [Sec. 103], below. Such request shall also include certified financial statements of the proposed assignee and any additional information concerning the identity, financial condition and experience of the assignee as the City may reasonably request; provided that, any such request for additional information shall be made, if at all, not more than fifteen (15) business days after the City’s receipt of the request for approval of the proposed assignment. All detailed financial information submitted to the City shall constitute confidential trade secret information if the information is maintained as a trade secret by the assignee and if such information is not available through other sources. The assignee shall mark any material claimed as trade secret at the time it is submitted to the City. If City receives a public records request for any information designated a “trade secret” City shall notify the assignee of such request prior to releasing the material in question to the requesting party. If the assignee directs the City not to release the material in question, the assignee shall indemnify the City for any costs incurred by City, including but not limited to staff time and attorney’s fees, as a result of any action brought by the requesting party to obtain release of the information and/or to defend any lawsuit brought to obtain such information. If the City wishes to disapprove any proposed assignment, the City shall set forth in writing and in reasonable detail the grounds for such disapproval. The City may disapprove a request for assignment or ask for revisions t...
Assignment to Non-Affiliates. With the exception Environmental Attributes, this Agreement may not be assign to the non-assigning Parties, to or under this Agreement; (ii) the rty hereunder unless the assignee Agreement; and (iii) the assignee without the prior written consent of the other Parties. Suc assignee agrees in writing, in form and substance satisfact assume and to perform each and every obligation of the ass assignment does not impair any security given by the assignin posts replacement security which meets the requirements of t has obtained, prior to the assignment, such Authorizations as and Regulations. Any assignment in violation hereof shall be null and void and shall constitute an Event of Default by the assigning Party.
Assignment to Non-Affiliates. With the exception of EKPC’s right, title and interest in Environmental Attributes, this Agreement may not be assigned, in whole or in part, by any Party without the prior written consent of the other Parties. Such consent may KrEeqNuTiUreCKthYat: (i) the xxxxxxxx agrees in writing, in form and substance satisfactory toPtUhBeLnIConS-EaRssVigICnEinCgOPMaMrtiISesS,IOtoN Executive Director assume and to perform each and every obligation of the assignor under tLhiinsdAagCr.eBemridewnte;ll(ii) the assignment does not impair any security given by the assigning P posts replacement security which meets the requirements of this A has obtained, prior to the assignment, such Authorizations as ma and Regulations. Any assignment in violation hereof shall be nu Event of Default by the assigning Party.
