Assignments and Sublicenses. Licensee may assign or sublicense its interest in whole or in part in this License provided that Licensee obtains the Commissioner’s prior written approval, as follows:
Assignments and Sublicenses. The Company may not assign or transfer its license hereunder nor sublicense the Company Space without the prior written consent of BI, in its sole discretion. Any attempted assignment, transfer or sublet without the consent of BI shall be null and void.
Assignments and Sublicenses. (a) This Agreement, or any portion thereof or license therein, may not be assigned or sublicensed by either party to any person not controlled by, controlling or under common control with such party, either directly or indirectly, without the prior written consent of the other party, such consent not to be withheld unreasonably; provided that, either party may assign this Agreement in connection with a sale of all or substantially all of its capital stock or assets; provided that, such successor or purchaser shall be expressly bound by all of the assigning or sublicensing party's obligations hereunder, including without limitation, all non-competition obligations.
(b) In the event of any permitted assignment, (i) this Agreement shall be binding upon the successors, assigns and/or purchasers of any assigning party; and (ii) all reference herein to Glenayre or WMC shall mean both Glenayre and WMC and their respective assignees, and the assignees shall not be entitled to assign further this Agreement or sublicense rights governed hereby without the prior written consent of the other party.
Assignments and Sublicenses. (a) This Agreement, or any portion thereof or license therein, may not be assigned or sublicensed by either party to a non-Affiliate (as defined in the Purchase Agreement), either directly or indirectly, without the prior written consent of the other; such consent not to be withheld unreasonably; provided that nothing herein shall restrict such assignment, if any, by Licensee of its rights and obligations under this Agreement as may be necessary to implement the transactions relating to Celera Genomics Corporation publicly announced by Licensee on September 23, 1998. Any attempted assignment by either party not in accordance with this Section 14.4 shall be considered null and void ab initio.
(b) Notwithstanding Section 14.4(a), Licensee may sublicense the licenses granted in Sections 1.1 and 1.2 to the extent necessary for the distributors and/or end users of Licensee's products to enjoy the benefits thereof; however, Licensee shall not sublicense these licenses to third parties for the independent manufacture, distribution, sale and/or use of products under the Patents or Know-How.
(c) In the event of any permitted assignment, (i) this Agreement shall be binding upon the successors and assigns of any assigning party; and (ii) all reference herein to Licensor or Licensee shall mean both Licensor and Licensee and their respective assignees, and the assignees shall not be entitled to assign further this Agreement or sublicense rights governed hereby without the prior written consent of the other party.
Assignments and Sublicenses. LICENSOR will have the right to sublicense the right to use the MARKS to any other person or entity, so long as LICENSOR provides LICENSEE with prior written notice. LICENSEE shall not assign this Agreement, nor any of its rights, obligations, and duties hereunder without the prior written consent of LICENSOR, which consent shall be within the sole and absolute discretion of LICENSOR, with the exception that LICENSEE may grant a sublicense of this Agreement and the rights, obligations and duties set forth herein, to any affiliated entity, i.e., an entity wholly owned by LICENSEE or which owns greater than fifty percent (50%) of the voting stock of LICENSEE. Any assignment or sublicense of any rights, obligations or duties hereunder by LICENSEE, without the prior written consent of LICENSOR, as provided herein, shall be void and of no force and effect and, at the election of LICENSOR, be a default hereunder which will trigger a right by LICENSOR to terminate this Agreement, subject to the exceptions set forth in this paragraph. In the event of such termination, this Agreement shall be of no further force or effect, and LICENSEE shall have no further right or remedy either in law or in equity against LICENSOR thereafter and shall cease and desist from any use of the MARKS.
Assignments and Sublicenses. Licensee acknowledges and agrees that, subject to the terms and conditions of this Agreement, only Licensor has the right to grant any other entities a license to use the BONAMOUR™ Marks and that Licensee shall not grant sublicenses to any entity or individual to use the BONAMOUR™ Marks in any manner whatsoever, shall not assign this Agreement nor any of its rights hereunder, and shall not delegate any of its obligations or duties under this Agreement without the prior written consent of Licensor.
Assignments and Sublicenses. (a) Except with respect to Entities affiliated with, controlled by, or under the control of Kxxxxx, this Agreement may not be assigned by Kxxxxx without the prior written consent of ANI.
(b) Except with respect to Entities affiliated with, controlled by, or under common control of ANI, this Agreement may not be assigned by ANI without the prior written consent of Kxxxxx.
(c) No acquisition of either Kxxxxx or ANI by another entity (whether by merger, stock transfer, asset transfer, or otherwise) shall constitute a basis for the acquired party to avoid the performance of its obligations under this Agreement.
(d) Kxxxxx shall not grant any sublicenses concerning any of the rights or obligations set forth in this Agreement without the prior written consent of ANI.
Assignments and Sublicenses. Section 10.1. This Agreement may not be assigned or sublicensed by ------------ Licensor or Licensee, in whole or in part, without the prior written consent of the other party, such consent not to be withheld or delayed unreasonably. Notwithstanding the foregoing sentence, Licensor or Licensee may assign this Agreement as a whole, without consent, in connection with the sale of their respective entire Businesses. After such sale, the buyer/assignee may further assign this Agreement as a whole, without consent, in connection with the subsequent sale of the entire Business, provided that such subsequent buyer/assignee shall be of such high quality and reputation so as not to jeopardize the value of the Licensed Trademarks or the goodwill symbolized thereby. Notwithstanding anything to the contrary contained in this Article X, either party shall have the right to grant a security interest in this Agreement to its financing sources without the prior written consent of the other party, provided, however, that this Agreement shall not be assigned or sublicensed (in -------- ------- either case, whether in a foreclosure proceeding or otherwise) by any such financing source except in accordance with the provisions of this Article X as if such financing source were Licensor (in the case of any financing source of Licensor) or Licensee (in the case of any financing source of Licensee), and provided, further, that such party shall not itself, or allow -------- ------- third parties to, record this Agreement with the U.S. Patent and Trademark Office.
Section 10.2. From and after any permitted assignment pursuant to ------------
Section 10.1 the assignee shall be deemed to be a Licensee for all purposes hereof. In no event shall any sublicense under Section 10.1 relieve Licensee of any of its obligations under this Agreement.
Assignments and Sublicenses. Section 10.1. This Agreement shall not be assigned by Licensee, in whole or in part, without the prior written consent of Licensor. From and after any permitted assignment pursuant to this Section 10.1, the assignee shall be deemed to be a Licensee for all purposes hereof.
Section 10.2. The licenses granted under Article II, Section 2.1(a) of this Agreement shall not be sublicensed by Licensee, in whole or in part, without the prior written consent of Licensor, which consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Licensee may sublicense such licenses in whole or in part, to any Permitted Assignee under the Acquisition Agreement or any subsidiary thereof, provided that such sublicense is pursuant to a written instrument
Assignments and Sublicenses. This Agreement is freely assignable by AAHA and LICENSEE subject to the responsibilities and obligations provided in this Agreement. Each time LICENSEE conveys rights in the Diagnostic Terms or products or services that include the Diagnostic Terms, the recipient automatically receives a license from AAHA, to use, copy, reproduce, modify, distribute, and sublicense the Diagnostic Terms, subject to the terms of this Agreement.
