TRANSFER AND SUCCESSION Sample Clauses

TRANSFER AND SUCCESSION. The Optionee may not sell, give, transfer, encumber or assign, or use as collateral, any of the Optionee's rights under this Agreement or the Plan other than by will or the laws of decent and distribution. If an Option is exercisable after the Optionee's death, the personal representative of the Optionee 5 estate shall have the right to exercise such options subject to Section 4. Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Optionee and their heirs, successors and assigns.
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TRANSFER AND SUCCESSION. 11.1 Without the WFOE’s prior written consent, neither the Company nor the Existing Shareholders may transfer any of its or their rights or obligations hereunder to any third party. 11.2 Both the Company and the Existing Shareholders hereby agree that the WFOE may at its sole discretion transfer any of its rights or obligations hereunder only after issuing a written notice to the Company and the Existing Shareholders regarding its transfer of its rights or obligations hereunder without obtaining consent from the other Parties regarding the transfer thereof. 11.3 The rights and obligations hereunder shall be legally binding upon each Party’s assignees and successors whether or not the transfer of such rights or obligations is caused by acquisition, reorganization, succession, transfer, assignment or any other reason. 11.4 In the event that any of the Existing Shareholders discontinues to own any equity of the Company, it shall be automatically deemed that such Existing Shareholder shall discontinue to be a party to this Agreement. In the event that any third party becomes a shareholder to this Company, the Company and all then currently existing shareholders shall try their best efforts to procure such third party to execute appropriate legal documents to become one of the Existing Shareholders hereunder as soon as possible.
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TRANSFER AND SUCCESSION. In this Agreement all references to the Agent, the Security Agent, the Banks, the Issuing Banks, the Standby Lender and/or the Co-Arrangers shall in each case include:- (A) any successor in title to or assignee or transferee of all or any portion of that respective party's rights, title and interest in, to and under this Agreement including any Transferee Bank to whom all or part of such person's rights and obligations hereunder are transferred; and (B) any other person whomsoever in whose favour all or any portion of such rights, title and interest are transferred including any person who becomes a party to this Agreement by way of a novation hereof
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TRANSFER AND SUCCESSION. This Agreement is effective to the Parties’ respective successors and transferees which may be entitled to the interests under this Agreement and assume the obligations under this Agreement. Without the prior written consent of the other Parties, no Party may assign and transfer its rights, interests and obligations under this Agreement, provided that the Purchaser has the right to transfer all or part of its rights, interests and obligations under this Agreement to its affiliates.
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TRANSFER AND SUCCESSION. Applicant may remove any portion of the Enrolled Lands from this SHA with written notice to USFWS. Applicant must notify USFWS of any sale, transfer, or conveyance of Enrolled Lands to a third party by either (1) providing written notice within 30 days or (2) providing USFWS a yearly summary of land transfers. Any sale, transfer, or conveyance of land that includes Occupied Marbled Murrelet Sites, Murrelet Habitat Development Areas, and/or Presumed Habitat requires written notice within 30 days, and best practice would be to contact USFWS in advance of any such sale, transfer, or conveyance to ensure that transfer of protected lands will not jeopardize Permit status. Unless otherwise agreed by the USFWS and thirty-party acquirer of such lands, the transferred lands shall no longer be subject to or benefited by this SHA. In the event that all or part of Enrolled Lands are sold, or all or part of the management authority of Applicant is surrendered prior to the full term of this SHA, USFWS may transfer this SHA to the new owner. Any transfer must be consistent with the regulations governing transfer that are applicable at the time of the proposed transfer.
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TRANSFER AND SUCCESSION. This Agreement shall inure to the benefit of and be binding upon the successors and assignees of the Parties hereto, and such successors and assignees shall enjoy the interests hereunder and bear the obligations hereunder. The Transferee has the right to assign or transfer its rights, interests and obligations under this Agreement and other Transaction Documents to its Affiliates. Without the prior written consent of the Transferee, none of the remaining Parties may assign or transfer any of its rights or obligations hereunder.
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TRANSFER AND SUCCESSION. 9.1.1 This Agreement shall create rights and obligations not only for the Parties but also for their respective permitted successors. 9.1.2 If any of the Lenders transfers its rights and obligations under the Facility Agreement to any other bank or financial institution, in whole or in part, separately or together, such bank or financial institution shall become a party to this Agreement without any further actions being required as soon as the transfer of the rights and obligations under the Facility Agreement becomes effective. As from such date such bank or financial institution shall be deemed a Finance Party also within the meaning of this Agreement. 9.1.3 This Agreement shall continue to apply in the case of a change of ownership, legal form or universal succession in respect of any Party.
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TRANSFER AND SUCCESSION. In this Agreement all references to the Agent, the Security Agent, the Banks and/or the Co-Arrangers shall in each case include:- (A) any successor in title to or assignee or transferee of all or any portion of that respective party's rights, title and interest in, to and under this Agreement including any Transferee to whom all or part of such person's rights and obligations hereunder are transferred; and (B) any other person whomsoever in whose favour all or any portion of such rights, title and interest are transferred including any person who becomes a party to this Agreement by way of a novation hereof and the expression "Bank" shall include any such person aforesaid notwithstanding that such person may have made no advance to the Borrower hereunder and notwithstanding also that the indebtedness of the Borrower to such person may be operation of law or otherwise constitute, or be deemed to constitute, an indebtedness separate and distinct from the indebtedness arising on the date of drawing of the Commitment in respect of which the assignment or other transfer of rights, title and interest is made.
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Related to TRANSFER AND SUCCESSION

  • Assignment and Succession The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and the Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. The Executive may not assign any obligations or responsibilities he has under this Agreement.

  • Assignments and Successors No 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. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects on and inure to the benefit of the successors and permitted assigns of the parties.

  • Assignment and Successors The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company, Executive, and their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will, operation of law, or as otherwise provided herein.

  • TRANSFER AND SUB-CONTRACTING 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.

  • Assumption by Successor The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

  • Assignment; Successors Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of Law or otherwise) without the prior written consent of the other party, and any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

  • ASSIGNMENT, TRANSFER, AND SUBCONTRACTING Contractor may not assign, transfer, or subcontract any portion of this contract without the Department's prior written consent. (18-4-141, MCA) Contractor is responsible to the Department for the acts and omissions of all subcontractors or agents and of persons directly or indirectly employed by such subcontractors, and for the acts and omissions of persons employed directly by Contractor. No contractual relationships exist between any subcontractor and the Department under this contract.

  • 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.

  • Assignability; Successors Debtor’s rights and liabilities under this Security Agreement are not assignable or delegable, in whole or in part, without the prior written consent of Vicis. The provisions of this Security Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties.

  • Assignments and Participations Successors 83 14.1. Assignments and Participations................................................................83 14.2. Successors....................................................................................85 15.

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