Assignment to Non-Affiliates Sample Clauses

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
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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.
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Assignment to Non-Affiliates. With the exception Environmental Attributes, this Agreement may not be assig 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.
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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. [***]
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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...
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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.
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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.
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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.
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Related to Assignment to Non-Affiliates

  • ASSIGNMENT TO AN AFFILIATE This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

  • No Assignment to Natural Persons No such assignment shall be made to a natural person.

  • Non-Assignment; Successors Neither party hereto may assign his/her or its rights or delegate his/hers or its duties under this Agreement without the prior written consent of the other party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale or all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns or designees of Executive to the extent of any payments due to them hereunder. As used in this Agreement, the term “Company” shall be deemed to refer to any such successor or assign of the Company referred to in the preceding sentence.

  • ASSIGNMENT LIMITATION This Contract shall be binding upon and inure to the benefit of the parties and their successors and assigns; provided, however, that neither party shall assign its obligations hereunder without the prior written consent of the other.

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • ASSIGNMENT/SUB-CONTRACTING The Contractor agrees that he will not sell, assign or transfer this Agreement or any part thereof or interest therein without the prior written consent of the Owner.

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

  • Acting Assignment Pay 181. Employees assigned by the Appointing Officer or its designee to perform a substantial portion of the duties and responsibilities of a higher classification shall receive compensation at a higher salary if all of the following conditions are met: a. the assignment shall be in writing; 183. b. the position to which the employee is assigned must be a budgeted position.

  • Assignment Prohibited No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

  • Assignment to Lenders Interconnection Customer may, without the consent of the Transmission Provider or the Interconnected Transmission Owner, assign the Interconnection Service Agreement to any Project Finance Entity(ies), provided that such assignment does not alter or diminish Interconnection Customer’s duties and obligations under this Interconnection Service Agreement. If Interconnection Customer provides the Interconnected Transmission Owner with notice of an assignment to any Project Finance Entity(ies) and identifies such Project Finance Entities as contacts for notice purposes pursuant to Section 21 of this Appendix 2, the Transmission Provider or Interconnected Transmission Owner shall provide notice and reasonable opportunity for such entity(ies) to cure any Breach under this Interconnection Service Agreement in accordance with this Interconnection Service Agreement. Transmission Provider or Interconnected Transmission Owner shall, if requested by such lenders, provide such customary and reasonable documents, including consents to assignment, as may be reasonably requested with respect to the assignment and status of the Interconnection Service Agreement, provided that such documents do not alter or diminish the rights of the Transmission Provider or Interconnected Transmission Owner under this Interconnection Service Agreement, except with respect to providing notice of Breach to a Project Finance Entity. Upon presentation of the Transmission Provider and/or the Interconnected Transmission Owner’s invoice therefor, Interconnection Customer shall pay the Transmission Provider and/or the Interconnected Transmission Owner’s reasonable documented cost of providing such documents and certificates. Any assignment described herein shall not relieve or discharge the Interconnection Customer from any of its obligations hereunder absent the written consent of the Interconnected Transmission Owner and Transmission Provider.

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