Assignment; Change of Control. Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. […***…].
Assignment; Change of Control. (a) Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may make such an assignment without the other Party’s consent to an Affiliate of such Party.
Assignment; Change of Control. The execution, delivery and ----------------------------- performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate, any of the Company's or any of its subsidiaries' rights to own any of its Intellectual Property or their respective rights under the License Agreements, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.
Assignment; Change of Control. The Contractor shall make no assignment, transfer, or other conveyance of the rights, duties or obligations of the Contract without the prior written consent of the Department. This provision includes the reassignment of the Contract due to change in ownership of the Contractor. Any assignment shall be made explicitly subject to all defenses, setoffs or counter claims that would have been available to the Department against the Contractor in the absence of such assignment. All terms, provisions and conditions of the Contract shall be binding upon the parties and their respective successors and assignees.
Assignment; Change of Control. Neither party may assign this Agreement, in whole or in part, without the other party’s written consent (which will not be unreasonably withheld). In the event of a change of control, merger, reorganization or sale of all, or substantially all, of one party’s assets to a third party, the other party may terminate the agreement upon 10 days’ prior written notice at any time after the closing of such transaction. For the purposes hereof, a “change of control” shall mean a transaction in which the shareholders of a party prior to the closing do not retain majority ownership of the party after the closing of such transaction.
Assignment; Change of Control. Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck may, without Chimerix’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) a Merck Affiliate (provided that Merck shall remain fully liable under this Agreement) or (ii) in connection with a Change of Control of Merck. Chimerix may, without Merck’s consent, assign this Agreement and its rights and obligations to (a) a Chimerix Affiliate (provided that Chimerix shall remain fully liable under this Agreement) or (b) in connection with a Change of Control of Chimerix; provided, however, that Chimerix must notify Merck upon completion of any such Change of Control, and Merck shall have the right (but not the obligation), at any time during the six (6) months after receipt of such notice, to elect any one or more of the following options: (X) require Chimerix, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Chimerix personnel having access to and knowledge of Sensitive Information prior to the Chimerix Change of Control, and to control the dissemination of Sensitive Information disclosed after the Chimerix Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Y) terminate Chimerix’s involvement on the Committee; and/or (Z) limit Merck’s obligation to provide any reports hereunder to providing just royalty reports pursuant to Article 5 with respect to Merck’s total worldwide royalty obligations. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 10.2 shall be void.
Assignment; Change of Control. Except as set forth in Section 3.15(k) of the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of the Company's or any of its subsidiaries' rights to own any of its Intellectual Property or their respective rights under any Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.
Assignment; Change of Control. Customer shall not assign its obligations under the Agreement, nor delegate or subcontract any performance, nor agree on or allow a change of control, without Miraclon’s prior written consent, which consent shall not be unreasonably withheld. Miraclon may assign all or part of its rights and obligations under the Agreement in connection with a sale of the business or assets to which this Agreement relates or in relation to the sales/licensing/supply of the Products, or sub-contract its obligations or carry out its obligations through its affiliates without restriction.
Assignment; Change of Control. 14.1 The Licensee will not assign, transfer, mortgage, pledge, grant a security interest, permit a lien to be created, charge or otherwise dispose of any or all of the rights granted to it under this Agreement without the prior written consent of UBC, which consent will not be unreasonably withheld.
Assignment; Change of Control. Seller may not assign its rights or obligations under this Order without HSY’s prior written consent and HSY, at its option, may terminate this Order without penalty, in the event of an attempted assignment. Should Seller attempt to assign its rights or obligations under this Order as a result of a change in control or by operation of law (“Assignment”) without such consent, the entity that assumes such Assignment will be deemed to have unconditionally assumed and will be bound by the terms and conditions of this Order.
