Novation and Assignment Sample Clauses

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy will be solely responsible for such rights and Assumed Liabilities from and after the Separation Date, provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consents, substitutions and amendments are requested. (b) If either Party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, (i) Agilent shall, or shall cause its Subsidiary to, continue to be bound by such Assumed Contracts and other obligations and, (ii) unless not permitted by the terms thereof or applicable Law, Verigy shall, as agent or subcontractor for Agilent or such Subsidiary, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Agilent or such Subsidiary thereunder from and after the Separation Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Agilent shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy promptly all money, rights and other consideration received by it in respect of such performance. If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Agilent shall, or shall cause such Subsidiary to, thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Verigy or its Subsidiaries without receipt of further consideration and Verigy or its Subsidiaries shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleas...

Novation and Assignment. 22.1 The Parties shall not be entitled to assign the benefit of this Agreement or any part of it (together with the burden) to any other body unless the assignment takes effect by operation of law. 22.2 This Agreement will be binding on and will enure to the benefit of the parties and their respective successors (including any successors to the Policing Bodies) and any successors shall be responsible for the decisions of the previous bodies as though such decisions had been made by a successor body. 22.3 Nothing in this Agreement prevents the Host Force from collaborating with an outsourced provider or third parties with regard to the provision of support services.

Novation and Assignment. 18.1 The Lenders (“Outgoing Lender”) may novate all or any part of their respective rights and obligations under the Loan Agreement, and assign all or any part of their respective rights under the Required Security, the Corporate Guarantee and the Personal Guarantee to any lender member of the Arranger (“Incoming Lender”) or to the Security Trustee. 18.2 The novation and assignment of the Finance Documents in accordance with clause 18.1 shall take place by the Outgoing Lender entering into a Novation Agreement with the Incoming Lender or the Security Trustee as the case may be. A Novation Agreement will automatically be entered into upon a Loan Unit being transferred from the Outgoing Lender to the Incoming Lender or the Security Trustee in accordance with the Lender Terms and Conditions, which will have the same effect as if a hard copy of the Novation Agreement was signed by both the Outgoing Lender and Incoming Lender or the Security Trustee as the case may be. 18.3 The Incoming Lender or the Security Trustee as the case may be agrees to be bound by the terms of the Finance Documents in every way as if it were the original party to them in place of the Outgoing Lender. 18.4 The Borrower irrevocably agrees to perform its obligations under the Finance Documents and be bound by their terms in every way as if the Incoming Lender or the Security Trustee as the case may be were the original party to them in place of the Outgoing Lender and waives any requirement for the Borrower to be a party to the Novation Agreement. 18.5 The Borrower and the Outgoing Lender release each other from all future obligations to the other under the Finance Documents. 18.6 Each of the Borrower and the Incoming Lender or the Security Trustee as the case may be will have the right to enforce the Finance Documents and pursue any claims and demands under the Finance Documents against the other with respect to matters arising before, on or after the date of the novation as though the Incoming Lender or the Security Trustee as the case may be were the original party to the Finance Documents instead of the Outgoing Party. 18.7 The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

Novation and Assignment. 27.1 The Supplier must not at any time, without the prior written approval of the Purchaser: (a) subcontract this Contract (in whole or part) or engage any subcontractor; (b) novate its rights, interests, obligations or liabilities under this Contract; or (c) purport to charge, encumber or assign its rights, interests, obligations or liabilities under this Contract, and then only on such terms as the Purchaser in its sole discretion will approve (acting reasonably). 27.2 The Purchaser may, by giving reasonable notice to the Supplier, novate the Contract or assign its rights under the Contract to a third party and the Supplier will not be entitled to any compensation.

Novation and Assignment. 33.1 The Employer may novate or otherwise transfer this Framework Agreement (in whole or in part). 33.2 Within 10 Business Days of a written request from the Employer, the Consultant at its expense executes such agreement as the Employer may reasonably require to give effect to any such transfer of all or part of its rights and obligations under this Framework Agreement to one or more persons nominated by the Employer. 33.3 This Framework Agreement is personal to the Consultant who does not assign the benefit or delegate the burden of this Framework Agreement or otherwise transfer any right or obligation under this Framework Agreement without the prior written consent of the Employer.

Novation and Assignment. 10.1 Subject to Clause 10.2, no Party shall be entitled to assign any of its rights, title and interest under this Agreement or any of its obligations hereunder except with the prior written consent of the other Parties. 10.2 Network18 may at any time novate, transfer or assign any of its rights, obligations, title and interest under this Agreement to any of its Affiliates (the “Affiliate Transferee”) and the Parties agree that they will do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by law or as may be necessary or desirable to give full effect to such novation, transfer or assignment, provided that notwithstanding anything contained in this Agreement, Network18 acknowledges, agrees and confirms that (i) any novation, assignment or transfer by Network18 of any of its rights, obligations, title and interest under this Agreement to an Affiliate Transferee, shall not relieve Network18 from any of its obligations hereunder; (ii) Network18 shall procure that such Affiliate Transferee novates, transfers or assigns the rights, obligations, title and interest transferred to such Affiliate Transferee, to Network18, prior to such Affiliate Transferee ceasing to be an Affiliate of Network18 or procure that such Affiliate Transferee transfers such rights, obligations, title and interest to another Affiliate of Network18.

Novation and Assignment. ‌ Except as expressly provided for under this Agreement, a Party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of the other Party.

Novation and Assignment. (a) Enphase expressly reserves the right to novate its rights and obligations under this Limited Warranty. Enphase right to novate is limited to cases where a novation can reasonably be expected of the end user when the interests of Enphase are taken into account. (b) Enphase expressly reserves the right to assign to a third party with the demonstrated expertise and requisite resources needed to effectively discharge the obligations hereunder.

Novation and Assignment. 2.1 The Original Buyer shall, immediately upon execution of this Deed by the Parties, provide the Refund Guarantor with the Notice of Novation in the form set out in Schedule 3 hereto, and the Builder shall promptly procure the issue of the Supplemental Letter by the Refund Guarantor in favour of the New Buyer in the form set out in Schedule 2 hereto. 2.2 As and with effect from the Effective Date:- (a) All Payments including the Instalments of the Contract Price made by the Original Buyer to the Builder under the Shipbuilding Contract prior to the Effective Date shall be considered to have been made by the New Buyer under the New Shipbuilding Contract; (b) the New Buyer has agreed to maintain the appointment of Scorpio Shipmanagement X.X.X. in relation to the representation and supervision, for and on behalf of the New Buyer, under the New Shipbuilding Contract;. (c) the New Corporate Guarantor shall issue the New Corporate Guarantee in favour of the Builder in the form set out in Schedule 1 hereto; and (d) the Builder shall return the Original Corporate Guarantee to the Original Corporate Guarantor, duly cancelled. 2.3 The Builder hereby, as and with effect from the Effective Date, releases and discharges the Original Buyer from all liabilities, obligations, claims and demands arising out of or in connection with the Shipbuilding Contract and the Original Corporate Guarantee. 2.4 The Builder confirms for the avoidance of doubt that the extra costs reflected in the List of Cost items dated 10 March 2014 are included in the contract price of the Shipbuilding Contract. 2.5 The New Buyer hereby agrees with the Builder and the Builder agrees with the New Buyer that, as and with effect from the Effective Date, the New Buyer and the Builder shall assume, duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by the New Buyer and the Builder by virtue of the Shipbuilding Contract, the New Buyer and the Builder are each hereby bound by the Shipbuilding Contract in all respects. 2.6 As of the Effective Date the Shipbuilding Contract shall be deemed to have incorporated following logical amendments: (a) The New Buyer shall be deemed to be named as the “Buyer” (b) the notice provisions for the Buyer contained in Article XIX of the Shipbuilding Contract shall be: Gener8 Neptune LLC c/o Gener8 Maritime, Inc. 000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxx Xxxx Xxx Xxxx 00000 XXX For the attention of CFO, X...

Novation and Assignment. If the Contractor sells its interests in the Contract to another business entity (hereinafter “assignee”), the original Contractor must notify the AOC of the assignment within five (5) business days. The Contractor’s assignee and the AOC must sign a novation agreeing to continue with the original terms of the Contract. The assignee must accept all liability on behalf of the Contractor and submit the necessary documentation (i.e. Certificate of Insurance) with identical insurance coverage to the Contractor to the Procurement Officer within five (5) business days of notifying the AOC of the assignment.