Assignments/Subcontracts. This Agreement and each contract hereunder shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns; provided, however, Contractor shall not assign or subcontract the whole or any part of this Agreement or any contract hereunder without Company’s prior written consent, which consent shall not be unreasonably withheld. Company’s consent to any such assignment or subcontract shall not relieve Contractor of any liability for full and complete performance of this Agreement or any contract hereunder, or be deemed to create a contractual relationship between Company and the subcontracting party or assignee.
Assignments/Subcontracts. Except as expressly provided herein, the parties hereto recognize and agree not to assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Agreement, in whole or in part, without the prior written approval of the other parties hereto.
Assignments/Subcontracts. This agreement, or any part thereof, may not be assigned or subcontractedby either party hereto, except with the written consent of the other party. Any assignment of sub- contract made without such consent shall be void, and shall, at the option of the aggrieved party, terminate the agreement.
Assignments/Subcontracts. Neither party shall assign this Agreement or any Task Order issued pursuant to the terms hereof, or assign or subcontract any of its obligations under the Agreement or any such Task Order, without the express written consent of the other party, which consent shall not be unreasonably withheld.
Assignments/Subcontracts a. Except with regard to audit requirements, PCC may not assign, delegate or subcontract any of its rights or obligations under this Agreement to any other party without the prior written consent of County. Any assignment, delegation or subcontract in violation of this paragraph shall be null and void, and shall constitute grounds for immediate termination by County.
b. If County consents to assignment, delegation, or the subcontracting of any of the rights or obligations under this Agreement, such assignment, delegation or subcontract shall be in writing and include the requirement that PCC’s subcontractor(s) comply with ORS 184.751 through 184.766 and OAR Chapter 732, Divisions 40 and 42, as may be amended. Additionally, PCC's sub agreement(s) shall require the other party to such sub agreement (s) to indemnify, defend, save and hold harmless County and TriMet, and their officers, employees and agents from and against any and all claims, actions, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising from a tort, as now or hereafter defined in ORS 30.260, caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the other party to PCC's sub agreement or any of such party's officers, agents, employees or subcontractors ("Claims"). The sub agreement shall specifically state that it is the specific intention that County and TriMet shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of County or TriMet, be indemnified by the other party to PCC's sub agreement(s) from and against any and all Claims.
c. Any such indemnification shall also provide that neither PCC's subrecipient(s), contractor(s) nor subcontractor(s) (collectively "Subcontractors"), nor any attorney engaged by PCC's Subcontractor(s), shall defend any claim in the name of County or TriMet nor purport to act as legal representative of County or TriMet without the prior written consent of County and TriMet. County and TriMet may, at any time at its election, assume its own defense and settlement in the event that it determines that PCC's Subcontractor is prohibited from defending PCC or that PCC's Subcontractor is not adequately defending County or TriMet’s interests, or that an important governmental principle is at issue or that it is in the best interests of County or TriMet to do so. County reserves all rights to pursue claims it may have against PCC's Subcontrac...
Assignments/Subcontracts. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Agreement, in whole or in part, without the prior written approval of OSFM. Such written approval will not relieve Contractor of any obligations of this Agreement, and any assignee, transferee or subcontractor shall be considered the agent of Contractor. Except where OSFM expressly approves otherwise, Contractor shall remain liable as between the original parties to this Agreement as if no such assignment had occurred. Contractor shall not agree in writing or otherwise with other local governmental entities to provide the state owned emergency response vehicles and equipment to assist those entities at events not meeting OSFM authorized response criteria unless the OSFM also is a party to that agreement.
Assignments/Subcontracts. Neither party shall assign this Agreement or any Task Order issued pursuant to the terms hereof, or assign or subcontract any of its obligations under this Agreement or any such Task Order, except to an affiliate, or in connection with the sale of all or substantially all of the assets of such party relating to the substance of this Agreement, without the express written consent of the other party, which consent shall not be unreasonably withheld. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Assignments/Subcontracts. The duties and obligations of Contractor contained in this Agreement may not be delegated, assigned, or subcontracted out to another party either directly or indirectly without the prior written consent of the City, which consent may be withheld in the City’s sole discretion. No such delegation or subcontract, if approved by the City, shall relieve Contractor of its obligations hereunder.
Assignments/Subcontracts. Neither party may assign this Agreement without the written consent of the other party, which shall not be unreasonably withheld. Contractor shall not subcontract any of the services without prior written consent of the Company.
Assignments/Subcontracts. Neither this Agreement nor any interest, claim or obligation hereunder shall be assigned or transferred by Vendor to any third party. Vendor may subcontract portions of the Services to other persons or corporations only upon prior written approval of Uline. This in no way relieves Vendor of the obligation to select qualified subcontractors. The fees and costs of such subcontractors shall be included in Vendor’s compensation as provided in Paragraph 5 of this Agreement.
