Benefit of agreement not assignable Sample Clauses
The 'Benefit of agreement not assignable' clause prohibits a party from transferring or assigning the rights or advantages they receive under the agreement to another person or entity without the other party's consent. In practice, this means that if one party wishes to sell, transfer, or otherwise pass on their contractual benefits—such as payments, services, or entitlements—they must first obtain approval from the other party involved in the contract. This clause ensures that the original parties retain control over who benefits from the agreement, thereby preventing unwanted third parties from gaining rights under the contract and maintaining the integrity of the original business relationship.
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Benefit of agreement not assignable. (a) Subject to clause 20.2(b), the benefit of this Agreement and any other Transaction Documents may not be assigned, transferred, charged or dealt in (whether by way of security, trust or otherwise) either in whole or in part to any person.
(b) The Purchaser shall be entitled to assign (in whole but not part only) the benefit of this Agreement to any other member of the Purchaser’s Group provided that, if such assignee ceases to be a member of the Purchaser’s Group, the Purchaser shall procure that all of the benefit of this Agreement which has been assigned to such assignee is immediately re-assigned to the Purchaser or another member of the Purchaser’s Group prior to such cessation.
(c) In the event of any assignment pursuant to clause 20.2(b), the liability of the Seller under this Agreement (including the Tax Covenant) as a result of the assignment shall not be greater than its liability would have been to the Purchaser had no assignment occurred.
Benefit of agreement not assignable. The benefit of this Agreement and the Deed of Tax Covenant may not be assigned, transferred, charged or dealt in (whether by way of security, trust or otherwise) either in whole or in part to any person except as provided in Clause 22.3 (Permitted assignments).
Benefit of agreement not assignable. (a) Subject to Clause 17.2(b), the benefit of this Agreement may not be assigned, transferred, charged or dealt in (whether by way of security, trust or otherwise) either in whole or in part to any person.
(b) Subject to Clause 17.2(c), the Purchaser may assign the benefit of this Agreement, in whole or in part, to, and it may be enforced by any member of the Purchaser’s Group subject to the condition that the Purchaser will procure that before any assignee subsequently ceases to be a member of the Purchaser’s Group that assignee shall assign back to the Purchaser or another member of the Purchaser’s Group so much of the benefit of this Agreement as has been assigned to it. Any person to whom an assignment is made under this Clause 17.2 may itself make an assignment as if it were the Purchaser under this Clause 17.2.
(c) Any assignment made pursuant to Clause 17.2(b) shall be on the basis that:
(i) the Minority Sellers may discharge their obligations under this Agreement to the assignor until it receives notice of the assignment;
(ii) the liability of the Minority Sellers to any assignee shall not be greater than their liability to the Purchaser named in this Agreement; and
(iii) the Purchaser will remain liable for any obligations under this Agreement.
Benefit of agreement not assignable. (a) Save as otherwise provided in any relevant Transaction Document, the benefit of any such Transaction Document may not be assigned, transferred, charged or dealt in (whether by way of security, trust or otherwise) either in whole or in part to any person: provided that, the Buyer may assign its rights hereunder, in whole or in part, to AmTrust Financial Services Inc. or any of its subsidiaries, without the consent of the Seller, and the Seller may assign its rights hereunder, in whole or in part, to Ally Financial without the consent of the Buyer. The liability of the parties shall not be any greater as a result of the assignment of the benefit in whole or in part of any such Transaction Document.
(b) The Seller agrees, should the Buyer so request:
(i) to enter into a deed of novation and release between the Buyer, the Seller and AmTrust Financial Services Inc. in respect of the Transaction Documents which deed shall provide for such consequential changes to be made to the relevant Transaction Documents to reflect that novation pursuant to which the Buyer shall be released from all obligations and liabilities under or in connection with the Transaction Documents; and
(ii) to consent (such consent not to be unreasonably withheld) to enter into a deed of novation and release between the Buyer, the Seller and any of AmTrust Financial Services Inc.'s subsidiaries. The Seller's consent shall be deemed to have been reasonably withheld in circumstances where any of the Buyer's or any member of the Buyer's Group's (including, after Completion, the CCPH Group) payment obligations under any of the Transaction Documents remain outstanding.
(c) The Buyer agrees, should the Seller so request at any time:
(i) following Completion), to enter into a deed of novation and release between the Buyer, the Seller and Ally Financial in respect of the Transaction Documents which deed shall provide for such consequential changes to be made to the relevant Transaction Documents to reflect that novation pursuant to which the Seller shall be released from all obligations and liabilities under or in connection with the Transaction Documents;
(ii) in the period prior to Completion, to use reasonable endeavours to work with the Seller in good faith (at the Seller's cost, including the Buyer's reasonable and properly incurred third party costs which shall include, for the avoidance of doubt, all fees and disbursements and third party legal costs but shall exclude any internal manageme...
Benefit of agreement not assignable. The benefit of this Agreement may not be assigned, transferred, charged or dealt in (whether by way of security, trust or otherwise) either in whole or in part to any Person without the non assigning party's prior consent, except as provided in clause 21.3.