Prohibitions on Assignment Clause Samples
A Prohibitions on Assignment clause restricts one or both parties from transferring their rights or obligations under the contract to another party without prior consent. In practice, this means that if a party wishes to assign the contract—such as selling their interest or delegating duties—they must first obtain written approval from the other party. This clause is essential for maintaining control over who is involved in the contractual relationship and helps prevent unwanted or unknown third parties from becoming involved, thereby protecting the interests and expectations of the original parties.
Prohibitions on Assignment. If any lease, agreement, license or permit contains a clause which provides in legal effect that it can not be encumbered in the manner herein provided without the consent or approval of the other party thereto or the issuer thereof, then the effectiveness of the lien hereof (vis-á-vis such party or issuer only and in respect to such lease, agreement, license or permit only) shall be conditional upon such consent or approval having been obtained.
Prohibitions on Assignment. If any lease, agreement, license or permit contains a clause which provides in legal effect that it cannot be encumbered in the manner herein provided without the consent or approval of the other party thereto or the issuer thereof, then the effectiveness of the lien hereof (vis-à-vis such party or issuer only and in respect to such lease, agreement, license or permit only) shall be conditional upon such consent or approval having been obtained. The Debtor shall use its best efforts to obtain such consent or approval forthwith, and the lien hereof, while effective as against the Debtor and all other Persons immediately, shall be effective against such other party as soon as the required consent or approval is given, or is deemed or required to be given, whichever shall first occur.
Prohibitions on Assignment. To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a Lien in any agreement, licence, permit or quota of the Debtor would result in the termination of such agreement, licence, permit or quota (each, a Restricted Asset), the lien hereof with respect to each Restricted Asset will not apply but shall constitute a trust created in favour of the Secured Party, pursuant to which the Debtor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Secured Party, on the following basis:
(a) subject to the Credit Agreement, until the lien hereof is enforceable the Debtor is entitled to receive all such proceeds; and
(b) whenever the lien hereof is enforceable, (i) all rights of the Debtor to receive such proceeds cease and all such proceeds will be immediately paid over to the Secured Party, and (ii) the Debtor will take all actions requested by the Secured Party to collect and enforce payment and other rights arising under the Restricted Asset.