Prohibition on Delegation or Assignment Sample Clauses

Prohibition on Delegation or Assignment. Except as specifically provided in Article 4 hereof, the Consultant shall not, directly or indirectly, assign, mortgage, pledge, delegate or otherwise transfer (collectively referred to as a “transfer”) this Agreement or delegate its duties without the prior written approval of the Authority, which approval may be withheld at the Authority’s sole discretion. At the Authority’s option, any attempted transfer without said written approval shall be void, ab initio, shall be of no force and effect, and shall confer no rights on or in favor of third parties. If the Consultant is a general partnership, limited partnership, or limited liability partnership, a transfer of any interest of a general partner, a withdrawal of any general partner from the partnership, or the dissolution of the partnership shall be deemed a transfer of this Agreement. If the Consultant is a corporation, (i) unless the Consultant is a public corporation whose stock is regularly traded on any national or recognized stock exchange in the over‑the‑counter market and quoted on NASDAQ, any merger, consolidation, or other reorganization of the Consultant or sale or other transfer of a percentage of capital stock of the Consultant which results in a change of controlling persons, or (ii) any dissolution, sale or other transfer of substantially all of the assets of the Consultant, shall be deemed a transfer of this Agreement. If the Consultant is a limited liability company, any consolidation or merger involving the Consultant, any dissolution (as defined in M.G.L. c. 156C, §43) of the Consultant, or any sale or other transfer of substantially all of the assets of the Consultant, that occurs during the term of this Agreement shall be deemed a transfer of this Agreement. If the Consultant is a joint venture, and if, during the term of this Agreement, any of the foregoing occurs to any member of the joint venture, or if any member of the joint venture withdraws from the joint venture, such event shall be deemed a transfer of this Agreement. If the Consultant changes its name, but does not otherwise transfer this Agreement within the meaning of this Section 11.1, the Consultant shall notify the Authority in writing of such name change and provide certificates of insurance evidencing coverages in force and required under Article 6 hereof that reflect such name change. Failure to so notify the Authority of such name change within thirty (30) days of effecting such change shall be deemed a material br...
Sample 1
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Prohibition on Delegation or Assignment. Except as specifically provided in Article 3 hereof, the Consultant shall not in whole or in part assign or transfer this Agreement or delegate its duties without the prior written approval of the Authority.
Sample 1

Related to Prohibition on Delegation or Assignment

  • Prohibition on Assignment This Contract and all duties and obligations of Consultant set forth in this Contract shall not be assignable except by prior written consent of City, and such prohibition shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of Consultant.

  • Prohibition of Assignment This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.

  • Prohibition Against Subcontracting or Assignment The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

  • Prohibition on Assignments Except as permitted under this Article 14, this Agreement (and any portion thereof) may not be assigned by either Party without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed. The Party requesting the other Party’s consent to an assignment of this Agreement will reimburse such other Party for the documented, reasonable “out of pocket” costs and expenses such other Party incurs in connection with that consent, without regard to whether such consent is provided. When assignable, this Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment, pledge or other transfer of this Agreement by either Party shall operate to release the assignor, pledgor, or transferor from any of its obligations under this Agreement (and shall not impair any Credit Support given by Seller hereunder) unless the other Party (or its successors or assigns) consents in writing to the assignment, pledge or other transfer and expressly releases the assignor, pledgor, or transferor from its obligations thereunder.

  • DELEGATION AND/OR ASSIGNMENT The contractor shall not assign the contract in whole or in part or any payment arising there from without the prior written consent of the State Procurement Official. The contractor may delegate facilitation of contract orders to their “Authorized/Certified Dealers” only. This delegation will in no way relieve the contractor of any contractual obligations set forth in this Contract Award.

  • Reaffirmation of Rights and Obligations The Parties reaffirm their rights and obligations relating to technical regulations, standards and conformity assessment procedures under the TBT Agreement.

  • Assignment of Rights and Delegation of Duties This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, Covered Entity retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

  • Assignment; No Third Party Beneficiaries 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

  • Survival of rights and obligations The provisions relating to Access Rights and Confidentiality, for the time period mentioned therein, as well as for Liability, Applicable law and Settlement of disputes shall survive the expiration or termination of this Consortium Agreement. Termination shall not affect any rights or obligations of a Party leaving the Consortium incurred prior to the date of termination, unless otherwise agreed between the General Assembly and the leaving Party. This includes the obligation to provide all input, deliverables and documents for the period of its participation.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

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