Common use of Limitation on Assignment Clause in Contracts

Limitation on Assignment. Except as expressly set forth herein, no party may assign, subcontract or sublicense (collectively, “transfer”) its rights and obligations under this License Agreement (or the Consortium Agreement with respect to Consortium Leader) in whole or in part, without the prior written consent of Consortium Leader (for Consortium Leader or Consortium Member) or ORCID, as relevant, which shall not be unreasonably withheld, and any transfer to the contrary shall be null and void; provided, however, that a transfer by ORCID (including, without limitation, transfer by ORCID of the ORCID Registry) in the event of a merger, other corporate restructuring or dissolution, shall be permissible without prior consent, provided that (a) the transferee agrees to be bound by the terms of this License Agreement, (b) notice is provided to Consortium Leader (for Consortium Leader or Consortium Member), (c) such assignee is a nonprofit entity capable of fulfilling ORCID’s obligations hereunder and to Individuals under the Privacy Policy, and (d) ORCID has followed any relevant procedures under its Bylaws with respect to such transfer.

Appears in 4 contracts

Samples: Accession Agreement, Accession Agreement, Accession Agreement

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Limitation on Assignment. Except as expressly set forth herein, no party may assign, subcontract or sublicense (collectively, “transfer”) its rights and obligations under this License Agreement (or the Consortium Agreement with respect to Consortium Leader) in whole or in part, without the prior written consent of Consortium Leader (for Consortium Leader or Consortium Member) or ORCID, as relevant, which shall not be unreasonably withheld, and any transfer to the contrary shall be null and void; provided, however, that a transfer by ORCID (including, without limitation, transfer by ORCID of the ORCID Registry) in the event of a merger, other corporate restructuring or dissolution, shall be permissible without prior consent, provided that (a) the transferee agrees to be bound by the terms of this License Agreement, (b) notice is provided to Consortium Leader (for Consortium Leader or Consortium Member), and (c) such assignee is a nonprofit entity capable of fulfilling ORCID’s obligations hereunder and to Individuals is consistent with ORCID’s obligations under the its Privacy Policy, and (d) ORCID has followed any relevant procedures under its Bylaws with respect to such transfer...

Appears in 2 contracts

Samples: Orcid Consortium Agreement, Orcid Consortium Agreement

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