Common use of No Assignment or Transfer Without Consent Clause in Contracts

No Assignment or Transfer Without Consent. Except as otherwise provided in this Article IX, no party may assign or transfer any of the Intellectual Property Rights licenses granted pursuant to this Agreement, nor this Agreement as a whole, whether by operation of law or otherwise, without the prior written consent of the non-transferring party. The non-transferring party may, in its sole and absolute discretion, grant or withhold such consent. Any purported assignment or transfer without such consent shall be void and of no effect. Unless otherwise agreed in connection with consent to an assignment or transfer, no assignment or transfer made pursuant to this Section 9.1 shall release the transferring party from any of its rights, responsibilities, duties, obligations, and liabilities under this Agreement. The Change of Control of a party is deemed to be an assignment and transfer of the Intellectual Property Rights licenses granted to such party pursuant to this Agreement.

Appears in 4 contracts

Samples: Intellectual Property Matters Agreement (Lumentum Holdings Inc.), Intellectual Property Matters Agreement (Viavi Solutions Inc.), Intellectual Property Matters Agreement (Lumentum Holdings Inc.)

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No Assignment or Transfer Without Consent. Except as otherwise provided in this Article IXVIII, no party Party may assign or transfer any of the Intellectual Property Rights licenses granted pursuant to this Agreement, nor this Agreement as a whole, whether by operation of law or otherwise, without the prior written consent of the non-transferring partyParty. The non-transferring party Party may, in its sole and absolute discretion, grant or withhold such consent. Any purported assignment or transfer without such consent shall be void and of no effect. Unless otherwise agreed in connection with consent to an assignment or transfer, no assignment or transfer made pursuant to this Section 9.1 8.1 shall release the transferring party Party from any of its rights, responsibilities, duties, obligations, and liabilities under this Agreement. The Change For the avoidance of Control of a party is deemed doubt, Section 8.2, rather than this Section 8.1, shall apply to be an assignment and any assignment, transfer or sublicensing of the Intellectual Property Rights licenses granted to such party pursuant to this Agreement, or this Agreement as a whole, in connection with a Change Of Control.

Appears in 3 contracts

Samples: Intellectual Property Matters Agreement (Keysight Technologies, Inc.), Intellectual Property Matters Agreement (Agilent Technologies Inc), Intellectual Property Matters Agreement (Keysight Technologies, Inc.)

No Assignment or Transfer Without Consent. Except as otherwise provided in this Article IXVIII, no party Party may assign or transfer any of the Intellectual Property Rights licenses granted pursuant to this Agreement, nor this Agreement as a whole, whether by operation of law or otherwise, without the prior written consent of the non-transferring partyParty. The non-transferring party Party may, in its sole and absolute discretion, grant or withhold such consent. Any purported assignment or transfer without such consent shall be void and of no effect. Unless otherwise agreed in connection with consent to an assignment or transfer, no assignment or transfer made pursuant to this Section 9.1 8.1 shall release the transferring party Party from any of its rights, responsibilities, duties, obligations, and liabilities or obligations under this Agreement. The Change For the avoidance of Control of a party is deemed doubt, Section 8.2, rather than this Section 8.1, shall apply to be an assignment and any assignment, transfer or sublicensing of the Intellectual Property Rights licenses granted to such party pursuant to this Agreement, or this Agreement as a whole, in connection with a Change Of Control.

Appears in 1 contract

Samples: Matters Agreement (Verigy Pte. Ltd.)

No Assignment or Transfer Without Consent. Except as otherwise provided in this Article IXVIII, no party Party may assign or transfer any of the Intellectual Property Rights licenses granted pursuant to this Agreement, nor this Agreement as a whole, whether by operation of law or otherwise, without the prior written consent of the non-transferring partyParty. The non-transferring party Party may, in its sole and absolute discretion, grant or withhold such consent. Any purported assignment or transfer without such consent shall be void and of no effect. Unless otherwise agreed in connection with consent to an assignment or transfer, no assignment or transfer made pursuant to this Section 9.1 8.1 shall release the transferring party Party from any of its rights, responsibilities, duties, obligations, and liabilities or obligations under this Agreement. The Change For the avoidance of Control of a party is deemed doubt, Section 8.2, rather than this Section 8.1, shall apply to be an assignment and any assignment, transfer or sublicensing of the Intellectual Property Rights licenses granted to such party pursuant to this Agreement, or this Agreement as a whole, in connection with a Change Of Control.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ixia)

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No Assignment or Transfer Without Consent. Except as otherwise provided in this Article IXAgreement, no party Party may assign or transfer any of the Intellectual Property Rights licenses granted pursuant to this Agreement, nor this Agreement as a whole, whether by operation of law or otherwise, EXECUTION COPY without the prior written consent of the non-transferring partyParty. The non-transferring party Party may, in its sole and absolute reasonable discretion, grant or withhold such consent. Any purported assignment or transfer without such consent shall be void and of no effect. Unless otherwise agreed in connection with consent to an assignment or transfer, no assignment or transfer made pursuant to this Section 9.1 8.1 shall release the transferring party Party from any of its rights, responsibilities, duties, obligations, and liabilities or obligations under this Agreement. The Change For the avoidance of Control of a party is deemed doubt, Section 8.2, rather than this Section 8.1, shall apply to be an assignment and any assignment, transfer or sublicensing of the Intellectual Property Rights licenses granted to such party pursuant to this Agreement, or this Agreement as a whole, in connection with a Change Of Control.

Appears in 1 contract

Samples: Intellectual Property Matters Agreement (JDS Uniphase Corp /Ca/)

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