Successors; No Assignment. Each Party agrees that it will not assign, sell, delegate, or otherwise transfer, whether voluntarily or involuntarily, any right or obligation under this Agreement, provided, however, that either Party (“Assigning Party”) may assign, sell, delegate and otherwise transfer this Agreement, together with all of the Assigning Party’s rights and obligations hereunder without such approval in connection with a merger, reorganization, reincorporation into another state, or sale of all, or substantially all, of such Party’s business and assets relating to this Agreement, if the assignee agrees to be bound by all of the terms and conditions of this Agreement to the same extent as the Assigning Party. For the purposes of this Section 12.8, the Parties hereby consent to the transactions contemplated by the Combination Agreement to occur on the Effective Date, provided that any successor to Ceva is subject to (and has agreed in writing to assume) any and all obligations, limitations, and liabilities applicable to Ceva set forth in this Agreement. Any purported assignment, sale, delegation or other transfer in violation of this Section 12.8 shall be null and void. Subject to the foregoing limits on assignment and delegation, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
Appears in 4 contracts
Samples: Technology Transfer Agreement, Technology Transfer Agreement (DSP Group Inc /De/), Technology Transfer Agreement (Ceva Inc)
Successors; No Assignment. Each Party agrees that it will not assign, sell, delegate, or otherwise transfer, whether voluntarily or involuntarily, any right or obligation under this Agreement, provided, however, that either Party (“Assigning Party”) may assign, sell, delegate and otherwise transfer this Agreement, together with all of the Assigning Party’s rights and obligations hereunder without such approval in connection with a merger, reorganization, reincorporation into another state, or sale of all, or substantially all, of such Party’s business and assets relating to this Agreement, if the assignee agrees to be bound by all of the terms and conditions of this Agreement to the same extent as the Assigning Party. For the purposes of this Section 12.8, the Parties hereby consent to the transactions contemplated by the Combination Agreement to occur on the Effective Date, provided that any successor to Ceva Corage is subject to (and has agreed in writing to assume) any and all obligations, limitations, and liabilities applicable to Ceva Corage set forth in this Agreement. Any purported assignment, sale, delegation or other transfer in violation of this Section 12.8 shall be null and void. Subject to the foregoing limits on assignment and delegation, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
Appears in 3 contracts
Samples: Technology Transfer Agreement (DSP Group Inc /De/), Technology Transfer Agreement (Ceva Inc), Technology Transfer Agreement (Ceva Inc)
Successors; No Assignment. Each Party agrees that it will not assign, sell, delegate, or otherwise transfer, whether voluntarily or involuntarily, any right or obligation under this Agreement, provided, however, that either Party (“"Assigning Party”") may assign, sell, delegate and otherwise transfer this Agreement, together with all of the Assigning Party’s 's rights and obligations hereunder without such approval in connection with a merger, reorganization, reincorporation into another state, or sale of all, or substantially all, of such Party’s 's business and assets relating to this Agreement, if the assignee agrees to be bound by all of the terms and conditions of this Agreement to the same extent as the Assigning Party. For the purposes of this Section 12.8, the Parties hereby consent to the transactions contemplated by the Combination Agreement to occur on the Effective Date, provided that any successor to Ceva Corage is subject to (and has agreed in writing to assume) any and all obligations, limitations, and liabilities applicable to Ceva Corage set forth in this Agreement. Any purported assignment, sale, delegation or other transfer in violation of this Section 12.8 shall be null and void. Subject to the foregoing limits on assignment and delegation, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
Appears in 1 contract
Successors; No Assignment. Each Party agrees that it will not assign, sell, delegate, or otherwise transfer, whether voluntarily or involuntarily, any right or obligation under this Agreement, provided, however, that either Party (“"Assigning Party”") may assign, sell, delegate and otherwise transfer this Agreement, together with all of the Assigning Party’s 's rights and obligations hereunder without such approval in connection with a merger, reorganization, reincorporation into another state, or sale of all, or substantially all, of such Party’s 's business and assets relating to this Agreement, if the assignee agrees to be bound by all of the terms and conditions of this Agreement to the same extent as the Assigning Party. For the purposes of this Section 12.8, the Parties hereby consent to the transactions contemplated by the Combination Agreement to occur on the Effective Date, provided that any successor to Ceva is subject to (and has agreed in writing to assume) any and all obligations, limitations, and liabilities applicable to Ceva set forth in this Agreement. Any purported assignment, sale, delegation or other transfer in violation of this Section 12.8 shall be null and void. Subject to the foregoing limits on assignment and delegation, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
Appears in 1 contract