Common use of No Assignment; Exceptions Clause in Contracts

No Assignment; Exceptions. Notwithstanding anything in this Agreement to the contrary, the Licensee shall not assign or otherwise transfer in whole or in part (whether voluntarily or by action of law), directly, indirectly, or contingently this Agreement, any License, or any interest herein without the County's prior written consent. Notwithstanding the foregoing, the Licensee shall have the right to: (i) assign this Agreement and all of the Licenses to the Parent of the Licensee or to another Affiliate of the Licensee having the same Parent as the Licensee; (ii) assign the Licenses and this License Agreement to the Parent of the Licensee or to an Affiliate of the Licensee having the same Parent as the Licensee; (iii) consummate any transaction that is the result of a merger of the Parent of the Licensee; or (iv) consummate any transaction that is the result of a merger of the Parent of the Licensee’s Parent, or any other Parent entity in a direct line of ownership between the Licensee and the Licensee’s ultimate parent entity. 14.3.1 For purposes of this Section 14.3, “Affiliate” means any Person who, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, the Licensee, and “Parent” means an entity that holds a majority ownership interest in the another entity. 14.3.2 In the case of any assignment, regardless of whether consent of the County is required, the assignee shall assume in writing the obligations, liabilities and responsibility for all acts and omissions, known and unknown, of the incumbent Licensee under this agreement, for all purposes, and shall agree to abide by and accept all terms of this Agreement and be bound by the terms of the Agreement. In the case of an assignment without prior consent of the County under Section 14.3, the assignee shall, no later than thirty (30) days after the consummation of such an assignment, submit to the County a written acknowledgment affirming its obligations under this section. No assignment or attempted assignment shall be valid, unless and until the County has received the written acknowledgment of the assignee and acknowledged its receipt in writing. The County Manager or their designee is authorized to approve assignment(s) on behalf of the County.

No Assignment; Exceptions. Notwithstanding anything in this Agreement to the contrary, the Licensee shall not assign or otherwise transfer in whole or in part (whether voluntarily or by action of law), directly, indirectly, or contingently this Agreement, any License, or any interest herein without the County's prior written consent. Notwithstanding the foregoing, the Licensee shall have the right to: (i) assign this Agreement and all of the Licenses to the Parent of the Licensee or to another Affiliate of the Licensee having the same Parent as the Licensee; (ii) assign the Licenses and this License Agreement to the Parent of the Licensee or to an Affiliate of the Licensee having the same Parent as the Licensee; (iii) consummate any transaction that is the result of a merger of the Parent of the Licensee; or (iv) consummate any transaction that is the result of a merger of the Parent of the Licensee’s Parent, or any other Parent entity in a direct line of ownership between the Licensee and the Licensee’s ultimate parent entity. 14.3.1 For purposes of this Section 14.3, “Affiliate” means any Person who, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, the Licensee, and “Parent” means an entity that holds a majority ownership interest in the another entity. 14.3.2 In the case of any assignment, regardless of whether consent of the County is required, the assignee shall assume in writing the obligations, liabilities and responsibility for all acts and omissions, known and unknown, of the incumbent Licensee under this agreement, for all purposes, and shall agree to abide by and accept all terms of this Agreement and be bound by the terms of the Agreement. In the case of an assignment without prior consent of the County under Section 14.3, the assignee shall, no later than thirty (30) days after the consummation of such an assignment, submit to the County a written acknowledgment affirming its obligations under this section. No assignment or attempted assignment shall be valid, unless and until the County has received the written acknowledgment of the assignee and acknowledged its receipt in writing. The County Manager or their designee is authorized to approve assignment(s) on behalf of the County.