Inability to Assign Liabilities Sample Clauses
The "Inability to Assign Liabilities" clause restricts a party from transferring its obligations or debts under the agreement to another party without prior consent. In practice, this means that if one party wishes to assign its responsibilities—such as payment obligations or performance duties—to a third party, it must first obtain approval from the other contracting party. This clause ensures that each party remains accountable for its original commitments, preventing unexpected changes in who is responsible for fulfilling the contract and thereby protecting both parties from unforeseen risks or unreliable substitutes.
Inability to Assign Liabilities. If the assignment of an Assumed ------------------------------- Liability to the Company hereunder is prohibited by a Transfer Impediment, CSI or the applicable CSI affiliate shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, the Company shall, as agent or subcontractor for CSI or its affiliate, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of CSI or its affiliate, as the case may be, thereunder. CSI shall, without further consideration, pay and remit, or cause to be paid or remitted, to the Company promptly all money, rights and other consideration received by it in respect of such performance (unless any such consideration is an Excluded Asset). If and when such Transfer Impediment is removed or obtained, as applicable, or such obligations shall otherwise become assignable, the transfer of the applicable liability shall be effected in accordance with the terms of this Agreement. The parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Liability hereunder.
Inability to Assign Liabilities. If the assignment of an Assumed Liability to RXi hereunder is prohibited by a Transfer Impediment, CytRx shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, RXi shall, as agent or subcontractor for CytRx, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of CytRx thereunder. CytRx shall, without further consideration, pay and remit, or cause to be paid or remitted, to RXi promptly all money, rights and other consideration received by it in respect of such performance (unless any such consideration is an Excluded Asset). If and when such Transfer Impediment is removed or obtained, as applicable, or such obligations shall otherwise become assignable, the transfer of the applicable liability shall be effected in accordance with the terms of this Agreement. The parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Assumed Liability hereunder.