TRANSFER AND ASSIGNMENT OF AGREEMENT Sample Clauses

TRANSFER AND ASSIGNMENT OF AGREEMENT. The Purchaser may not transfer or assign its rights under this Agreement without the prior written consent of the Vendor. The Vendor may withhold its consent at its sole and absolute discretion without assigning any reason therefor.
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TRANSFER AND ASSIGNMENT OF AGREEMENT. A Party may neither transfer nor assign its rights or obligations under the Agreement without the written consent of the other Party even in case of open- ing of an insolvency procedure against SUPPLIER. VOLVO may however transfer or assign such rights or obligations to any other company within the VOLVO Group without consent.
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TRANSFER AND ASSIGNMENT OF AGREEMENT. A Party may neither transfer nor assign its rights or obligations under the PA without the written consent of the other Party. XXXXXX may however without consent make such transfer or assignment to any other company within the AZELIO Group of Companies.
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TRANSFER AND ASSIGNMENT OF AGREEMENT. 27.1 The Supplier may neither transfer nor assign its rights or obligations under the Purchase Agreement (including, for the avoidance of doubt, by way of factoring or other financing facility or similar facility or arrangement) without the written consent from Thermia also in case of an insolvency procedure against the Supplier.
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TRANSFER AND ASSIGNMENT OF AGREEMENT a. We may freely transfer our rights and duties under this Agreement, and the transfer shall be binding upon and inure to the benefit of our successors and assigns. b. The rights and duties set forth in this Agreement are personal to you and others who own an interest in the License or the Chauffeur Driven Business (collectively "you"). We granted you this License in reliance on your personal character and financial capacity. Accordingly, you may not, without our prior written consent, give away, sell, assign, pledge, lease, license, devise or otherwise transfer, either directly or in any other manner, this Agreement, any of your rights or obligations under this Agreement, or any interest or shares of stock of any kind or nature in your Chauffeur Driven Business, or any significant asset of the Chauffeur Driven Business, including without limitation, any accounts, customers or clients of the Licensed Business (any such transaction being referred to as a "Transfer"). We may prohibit a Transfer or a change of control of assets of the Licensed Business which does not also involve a Transfer of the License Agreement or a Transfer to another Xxxxx Licensee. c. Any Transfer which does not comply with the terms of Section 12 shall be null and void. d. Before completing a Transfer, you must comply with our then current Transfer policies and procedures which need not be written, pay us our standard transfer fee, and give us a 30 day right of first refusal to purchase whatever you propose to Transfer. Our duty to act upon your request, and the time within which we must act upon our first refusal rights both commence only after we have received all information we have requested from you and your prospective transferee. In exercising our first refusal rights, we need only match the economic terms of the proposed Transfer, less any brokerage fees and commissions. If the proposed Transfer involves items in addition to the Chauffeur Driven Business, we may allocate a portion of the purchase price to the Chauffeur Driven Business and acquire it without having to purchase the other items. We may require any transferee to guarantee your obligations under this Agreement or under any new License Agreement he enters with us. e. Regardless of Subsection 12.d. above, if your heirs or personal representatives desire to acquire or retain your interest in the Agreement, the Licensed Business, or its assets after your death, they must agree to be bound by the terms of this Agreement...
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TRANSFER AND ASSIGNMENT OF AGREEMENT. 22.1 A Party may neither transfer nor assign its rights or obligations under the Agreement without the written consent of the other Party. It also applies in case of insolvency procedure against SUPPLIER. 22.2 Notwithstanding the aforesaid, UD Trucks shall always be entitled to transfer or assign the Agreement, or any rights granted hereunder to: (i) any other UD Trucks Affiliate within the VOLVO Group; (ii) a third-party contractor in connection with any sourcing / outsourcing activity; (iii) a third party in connection with the sale of a part of UD Trucks’ business operations to such third party.
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Related to TRANSFER AND ASSIGNMENT OF AGREEMENT

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement: (i) This Agreement may only be transferred through a book entry system maintained by Principal Life, or an agent designated by it, within the meaning of Temporary Treasury Regulations Section 5f.103-1(c) and Treasury Regulations Section 1.871-14(c)(1)(i). (ii) The Agreement Holder, and any assignee, must comply with applicable securities laws. (iii) Principal Life has consented in writing to the proposed assignment, such consent not to be unreasonably withheld. (iv) Principal Life shall have received from the proposed assignee a duly executed certificate containing, in substance, the information, representations, warranties, acknowledgments and agreements set forth in this Agreement. Any attempted sale, transfer, anticipation, assignment, hypothecation, or alienation not in accordance with this Section 6 shall be void and of no effect. Until such time, if any, as Principal Life has consented in writing to a proposed assignment, Principal Life shall not be obligated to make any payments to or at the direction of anyone other than the person shown on Principal Life’s books and records as the Agreement Holder. Once the foregoing conditions have been satisfied with respect to an assignment, the assignee or its successor shall be deemed to be the sole Agreement Holder for all purposes of this Agreement and Principal Life shall promptly amend its records to reflect the assignee’s status as Agreement Holder.

  • Non-Assignment of Agreement The Grantee may not assign, sublicense or otherwise transfer its rights, duties or obligations under this Agreement without the prior written consent of the Division, which shall not unreasonably be withheld. The agreement transferee must demonstrate compliance with the requirements of the project. If the Division approves a transfer of the Grantee’s obligations, the Grantee shall remain liable for all work performed and all expenses incurred in connection with this Agreement. In the event the Legislature transfers the rights, duties and obligations of the Division to another governmental entity, pursuant to Section 20.06, Florida Statutes or otherwise, the rights, duties and obligations under this Agreement shall be transferred to the succeeding governmental agency as if it was the original party to this Agreement.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Successors and Assigns; Assignment of Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors and assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the Primary Servicer to a third party except as otherwise specifically provided for herein. If the Master Servicer shall for any reason no longer act in such capacity under the Pooling and Servicing Agreement (including, by reason of Servicer Termination Event), any successor to the Master Servicer under Pooling and Servicing Agreement (including the Trustee if the Trustee has become such successor pursuant to Section 7.02 of the Pooling and Servicing Agreement) may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer under this Agreement.

  • Variation and Assignment No variation of this agreement shall be valid or effective unless it is in writing. We may amend this TOBA by sending you either a notice of amendment in writing or a revised TOBA. We are entitled to assign this TOBA to any other Affiliate for so long as such company remains an Affiliate.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.

  • Successors and Assigns; Assignment of Purchase Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the consent of the Seller. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns this Agreement, and the assignee assumes any of the Purchaser's obligations hereunder, the Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the obligations so assumed and the Purchaser shall be relieved from any liability to the Seller with respect thereto.

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