Common use of SUB-CONTRACTING AND ASSIGNMENT Clause in Contracts

SUB-CONTRACTING AND ASSIGNMENT. 21.1 Subject to clause 21.3, neither party shall assign, novate or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority[, such consent not to be unreasonably withheld]. 21.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: (a) remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub- Contractor and be responsible for the acts omissions and neglects of its Sub- Contractors; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub- Contractor complies with such terms; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority's Authorised Representative. 21.3 The Authority shall be entitled to novate the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority. 21.4 Provided that the Authority has given prior written consent, the Supplier shall be entitled to novate the agreement where: (a) the specific change in contractor was provided for in the procurement process for the award of this agreement; (b) there has been a universal or partial succession into the position of the Supplier, following a corporate restructuring, including takeover, merger, acquisition or insolvency, by another economic operator that meets the criteria for qualitative selection applied in the procurement process for the award of this agreement.

SUB-CONTRACTING AND ASSIGNMENT. 21.1 Subject 13.1 The Provider shall not be entitled to clause 21.3, neither party shall assign, novate or otherwise dispose of any or all of its rights and obligations under this agreement Contract without the prior written consent of the other party, neither may the Supplier Commissioner. The Provider shall not sub-contract the whole or any part of its obligations under this agreement Contract nor shall it replace a Sub-Contractor approved under this Contract or permit a Sub-Contractor approved under this Contract to assign, novate or otherwise dispose of any or all of its rights and obligations under the Sub-Contract, except with the express prior written consent of the Authority[, such consent not to be unreasonably withheld]Commissioner. 21.2 13.2 In the event that the Supplier Provider enters into any Sub-Contract in connection with this agreement Contract it shall: (a) remain responsible to the Authority Commissioner for the performance of its obligations under the agreement Contract notwithstanding the appointment of any Sub- Sub-Contractor and be responsible for the acts omissions and neglects of its Sub- ContractorsSub-Contractors and shall indemnify and keep indemnified the Commissioner against any loss or claim arising resulting from the failure of the Sub Contractor or an employee of the Sub Contractor in the performance of the duties of the Sub Contractor to provide the Services on behalf of the Provider under this Contract; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement Contract and shall procure that the Sub- Sub-Contractor complies with such termsterms and, if necessary, imposes obligations on any further sub-contractors in its sub-contract pursuant to this Contract; and (c) provide a copy, at no charge to the AuthorityCommissioner, of any such Sub-Contract on receipt of a request for such by the AuthorityCommissioner's 'Authorised Representative. 21.3 13.3 The Authority Commissioner shall be entitled to novate the agreement Contract to any other body which substantially performs any of the functions that previously had been performed by the AuthorityCommissioner. 21.4 Provided that 13.4 The Commissioner may, by notice in writing to the Authority has given prior written consentContractor, require the Supplier shall be entitled to novate the agreement where: Contractor immediately (a) the specific change in contractor was provided for or as specified in the procurement process notice) to cease to engage a specified Sub-Contractor for the award performance of any of its obligations under this agreement; (b) there has been a universal or partial succession into the position Contract where any of the Supplier, following a corporate restructuring, including takeover, merger, acquisition circumstances specified in Regulation 57(1) or insolvency, by another economic operator that meets (8) of the criteria for qualitative selection applied in Public Contracts Regulations 2015 applies to the procurement process for the award of this agreementSub-Contractor.

SUB-CONTRACTING AND ASSIGNMENT. 21.1 20.1 Subject to clause 21.320.3, neither party shall assign, novate or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority[, such consent not to be unreasonably withheld]. 21.2 20.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: (a) remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub- Contractor and be responsible for the acts omissions and neglects of its Sub- Contractors; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub- Contractor complies with such terms; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority's Authorised Representative. 21.3 20.3 The Authority shall be entitled to novate the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority.Authority.‌ 21.4 20.4 Provided that the Authority has given prior written consent, the Supplier shall be entitled to novate the agreement where: (a) the specific change in contractor was provided for in the procurement process for the award of this agreement; (b) there has been a universal or partial succession into the position of the Supplier, following a corporate restructuring, including takeover, merger, acquisition or insolvency, by another economic operator that meets the criteria for qualitative selection applied in the procurement process for the award of this agreement.

SUB-CONTRACTING AND ASSIGNMENT. 21.1 Subject 6.1 The Supplier shall not be entitled to clause 21.3, neither party shall assign, novate or otherwise dispose of any or all of its rights and obligations under this agreement Agreement or any Call-Off Contract without the prior written consent of the other party, neither may the Authority. The Supplier shall not sub-contract the whole or any part of its obligations under this agreement Agreement or any Call-Off Contract nor shall it replace a Sub-Contractor approved under this Agreement or any Call-Off Contract or permit a Sub-Contractor approved under this Agreement or any Call-Off Contract to assign, novate or otherwise dispose of any or all of its rights and obligations under the Sub-Contract, except with the express prior written consent of the Authority[, such consent not to be unreasonably withheld]. 21.2 6.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement Agreement or any Call-Off Contract it shall: (a) remain responsible to the Authority for the performance of its obligations under the agreement Agreement or Call-Off Contract notwithstanding the appointment of any Sub- Contractor and be responsible for the acts omissions and neglects of its Sub- ContractorsContractors and shall indemnify and keep indemnified the Authority against any loss or claim arising resulting from the failure of the Sub Contractor or an employee of the Sub Contractor in the performance of the duties of the Sub Contractor to provide the Services on behalf of the Supplier under this Agreement or any Call-Off Contract; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement Agreement or any Call-Off Contract and shall procure that the Sub- Contractor complies with such termsterms and, if necessary, imposes obligations on any further sub-contractors in its sub-contract pursuant to this Agreement or any Call- Off Contract; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority's 'Authorised Representative. 21.3 6.3 The Authority shall be entitled to novate the agreement Agreement or any Call-Off Contract to any other body which substantially performs any of the functions that previously had been performed by the Authority. 21.4 Provided that 6.4 The Authority may, by notice in writing to the Authority has given prior written consentContractor, require the Supplier shall be entitled to novate the agreement where: Contractor immediately (a) the specific change in contractor was provided for or as specified in the procurement process notice) to cease to engage a specified Sub-Contractor for the award performance of any of its obligations under this agreement; (b) there has been a universal Agreement or partial succession into the position any Call-Off Contract where any of the Supplier, following a corporate restructuring, including takeover, merger, acquisition circumstances specified in Regulation 57(1) or insolvency, by another economic operator that meets (8) of the criteria for qualitative selection applied in Public Contracts Regulations 2015 applies to the procurement process for the award of this agreementSub-Contractor.

SUB-CONTRACTING AND ASSIGNMENT. 21.1 Subject 14.1 The Supplier shall not be entitled to clause 21.3, neither party shall assign, novate or otherwise dispose of any or all of its rights and obligations under this agreement Contract without the prior written consent of the other party, neither may the Authority. The Supplier shall not sub-contract the whole or any part of its obligations under this agreement Contract nor shall it replace a Sub-Contractor approved under this Contract or permit a Sub- Contractor approved under this Contract to assign, novate or otherwise dispose of any or all of its rights and obligations under the Sub-Contract, except with the express prior written consent of the Authority[, such consent not to be unreasonably withheld]. 21.2 14.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement Contract it shall: (a) remain responsible to the Authority for the performance of its obligations under the agreement Contract notwithstanding the appointment of any Sub- Sub-Contractor and be responsible for the acts omissions and neglects of its Sub- ContractorsSub-Contractors and shall indemnify and keep indemnified the Authority against any loss or claim arising resulting from the failure of the Sub Contractor or an employee of the Sub Contractor in the performance of the duties of the Sub Contractor to provide the Services on behalf of the Supplier under this Contract; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement Contract and shall procure that the Sub- Sub-Contractor complies with such termsterms and, if necessary, imposes obligations on any further sub-contractors in its sub-contract pursuant to this Contract; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority's 'Authorised Representative. 21.3 14.3 The Authority shall be entitled to novate the agreement Contract to any other body which substantially performs any of the functions that previously had been performed by the Authority. 21.4 Provided that 14.4 The Authority may, by notice in writing to the Authority has given prior written consentContractor, require the Supplier shall be entitled to novate the agreement where: Contractor immediately (a) the specific change in contractor was provided for or as specified in the procurement process notice) to cease to engage a specified Sub-Contractor for the award performance of any of its obligations under this agreement; (b) there has been a universal or partial succession into the position Contract where any of the Supplier, following a corporate restructuring, including takeover, merger, acquisition circumstances specified in Regulation 57(1) or insolvency, by another economic operator that meets (8) of the criteria for qualitative selection applied in Public Contracts Regulations 2015 applies to the procurement process for the award of this agreementSub-Contractor.

SUB-CONTRACTING AND ASSIGNMENT. 21.1 Subject to clause 21.31915.3, neither party shall assign, novate novate, subcontract or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority[, such consent not to be unreasonably withheld]. 21.2 . In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: (a) : remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub- Sub-Contractor and be responsible for the acts omissions and neglects of its Sub- Sub-Contractors; (b) ; impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub- Sub-Contractor complies with such terms; and (c) and provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority's Authorised Representative. 21.3 . The Authority shall be entitled to novate (and the Supplier shall be deemed to consent to any such novation) the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority. 21.4 Provided that . Without prejudice to the Authority has given prior written consentgenerality of this clause 22, the Supplier shall be entitled shall: subject to novate clause 22.6, advertise on Contracts Finder all subcontract opportunities arising from or in connection with the agreement where: (a) the specific change in contractor was provided for in the procurement process for the award of this agreement; (b) there has been a universal or partial succession into the position provision of the Services above a minimum threshold of £25,000 that arise during the Term; within 90 days of awarding a Subcontract, update the notice on Contracts Finder with details of the Subcontractor; promote Contracts Finder to its suppliers and encourage those organisations to register on Contracts Finder. Each advert referred to at clause 22.4(a) shall provide a full and detailed description of the subcontract opportunity with each of the mandatory fields being completed on Contracts Finder by the Supplier.  The obligation at clause 22.4 shall only apply in respect of subcontract opportunities arising after the Commencement Date. Notwithstanding clause 22.4, following the Authority may by giving its prior written approval agree that a corporate restructuring, including takeover, merger, acquisition or insolvency, by another economic operator that meets the criteria for qualitative selection applied in the procurement process for the award of this agreement.subcontract opportunity is not required to be advertised on Contracts Finder.

SUB-CONTRACTING AND ASSIGNMENT. 21.1 5.1 Seller Parties may sub-contract the performance of their obligations under this CapEx Letter Agreement to the Person who from time to time owns and/or operates the Cork Site, provided that: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (A) any expenditure incurred by such Person in the implementation of the Planned Capital Improvements shall be deemed to be Actual CapEx or Excluded Costs (as the case may be) as if incurred by Seller Parties; and (B) Seller Parties shall remain liable to Buyer for the performance of all their obligations and for any act or omission under this CapEx Letter Agreement of such sub-contractor in the performance of such obligations. 5.2 Subject to clause 21.3paragraph 5.1, neither party shall assign, novate Seller Parties nor Buyer may sublicense or otherwise dispose of assign this CapEx Letter Agreement or any or all of its rights and or obligations under this agreement CapEx Letter Agreement (including the benefit of any receivable arising under this CapEx Letter Agreement) to a Person other than an Affiliate without the prior written consent of the other partyparty (acting in its sole discretion), neither may and any such consent shall not (and shall not be deemed to) relieve the Supplier sub-contract the whole or assigning party of any part of its obligations under this agreement except with the express prior written consent of the Authority[, such consent not to be unreasonably withheld]. 21.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: (a) remain responsible or liabilities to the Authority for the performance of its obligations other party under the agreement notwithstanding the appointment of any Sub- Contractor and be responsible for the acts omissions and neglects of its Sub- Contractors; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it or pursuant to this agreement and shall procure that the Sub- Contractor complies with such terms; and (c) provide a copy, at no charge CapEx Letter Agreement. Subject to the Authoritypreceding provisions of this paragraph 5.2, of any such Sub-Contract on receipt of purported assignment without a request for such by the Authority's Authorised Representative. 21.3 The Authority consent shall be entitled to novate the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authorityvoid. 21.4 Provided that the Authority has given prior written consent, the Supplier shall be entitled to novate the agreement where: (a) the specific change in contractor was provided for in the procurement process for the award of this agreement; (b) there has been a universal or partial succession into the position of the Supplier, following a corporate restructuring, including takeover, merger, acquisition or insolvency, by another economic operator that meets the criteria for qualitative selection applied in the procurement process for the award of this agreement.