Nonassignability definition

Nonassignability. Except as otherwise provided in this Agreement, no Party shall be entitled to transfer, assign, convey, sell, encumber, or in any way alienate ("Transfer") all or any part of its rights or obligations under this Agreement, except that a Party may at any time, with the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed) Transfer all, but not less than all, of its rights and obligations under this Agreement to any entity that owns or acquires a controlling portion of the stock or assets of such Party, and such rights and obligations may only be Transferred by any such assignee subject to the provisions of this Article 11. Transfers in violation of this Article 11 or in violation of any other provision of this Agreement shall be void ab initio and of no effect whatsoever.
Sample 1
Nonassignability. Neither the Loan nor any advance thereunder may be assigned by Borrower without the prior written consent of Bank. Neither the Loan nor any advances hereunder shall be subject to the process of any court upon legal action by or against Borrower, its stockholders, its partners, or by or against anyone claiming under or through Borrowers or its stockholders or partners. For the purposes of this Agreement, the Loan shall remain in the custody of Bank until Borrower complies with each and all of the provisions hereof; provided, however, that nothing herein contained shall be considered as in any way modifying, affecting or subordinating the obligations heretofore given or to be given by Borrower as security for the Loan and the same shall be and remain in full force and effect, this Agreement being intended only as additional security and protection for the Loan and to assure its use for the purposes intended by Bank and Borrower.
Sample 1
Nonassignability. This Commitment is not assignable by Borrower by operation of law or otherwise without the prior written consent of Lender, which may be withheld by Lender in its sole discretion, for any reason or no reason. CHOICE OF LAW; This Commitment shall be governed by the WAIVER: internal laws (as opposed to the conflicts of law provisions) and decisions of the State of New Jersey. Borrower waives all rights to special, incidental, punitive or consequential damages that may be alleged to arise out of or relate to this Commitment or any transaction contemplated hereunder.
Sample 1

Examples of Nonassignability in a sentence

  • Pursuant to Section 22 above (Non-assignability) of this Agreement, Administrative Agent may sell, transfer and convey or allocate certain Purchased Assets and Contributed Assets and the related Repurchase Assets and related Transactions to certain affiliates of Administrative Agent and/or one (1) or more CP Conduits (the “Additional Buyers”).

  • Nonassignability Except in the case of your death or Disability, as set forth above, or in this paragraph, the Option is not assignable or transferable, or payable to or exercisable by anyone other than you.

  • Nonassignability: Contractor shall not assign any interest in this contract and shall not transfer any interest in the same (whether by assignment or novation), without written consent of the Department thereto, provided, however, that claims for money due or to become due to Contractor from the Department under this contract may be assigned to a bank, trust company or other financial institution without advanced approval.

  • The terms of this Plan will be binding and inure to the benefit of AIG and its successors and assigns.K. Nonassignability.

  • General 16 Section 2.2 Transfer of Assets and Assumption of Liabilities 16 Section 2.3 Treatment of Commingled Contracts 19 Section 2.4 Termination of Intercompany Contracts 19 Section 2.5 Intercompany Accounts 20 Section 2.6 Nonassignability of Assets and Liabilities 20 Section 2.7 Wrong Pockets 22 Section 2.8 Novation of Liabilities.

  • The corrective action plan shall be placed in the program’s permanent file with the division and used as reference during future on-site inspections.[ARC 8792B, IAB 6/2/10, effective 7/1/10; ARC 9534B, IAB 6/1/11, effective 7/6/11] 641—155.4(125,135) Nonassignability; program closure.155.4(1) A license issued by the department for the operation of a treatment program applies both to the applicant program and the premises upon which the program is to be operated.

  • Non-assignability: The insurance and any benefits provided hereunder are not assignable.

  • Nothing in this Plan shall be interpreted as giving any Employee the right to be retained as an Employee by an Employer, or as limiting or affecting the rights of an Employer to control its Employees or to terminate the Service of any Employee at any time and for any reason, subject to any applicable employment or collective bargaining agreements.14.2 Nonassignability of Benefits.

  • Non-assignability: No party shall transfer any interest in the contract, whether by assignment or delegation, without the written consent of the other party.

  • Nonassignability Neither this agreement, nor any interest in this agreement, shall be assignable by the Buyer without the prior written consent of the Seller.

Related to Nonassignability

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

  • Transferable Permits has the meaning set forth in Section 2.1(d).

  • General Enforceability Exceptions has the meaning set forth in Section 4.1.

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

  • Restriction of Use means, in respect of any day, any difference from the normal capability of all or any part of the Routes (where the normal capability of the Routes is expressed in the Applicable Timetable Planning Rules relevant to that day notified to each Timetable Participant on or before D-26) which results in:

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • Restrictions means the restrictions on sale or other transfer set forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers.

  • Exceptions means the conditions set out in Standard Licence Condition 14A.3 of our Licences, which are: (i) if your previous supplier has prevented

  • Binding Effect The provisions, covenants and conditions in this Contract apply to bind the parties, their legal heirs, representatives, successors, and assigns.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Enforceability Exceptions has the meaning set forth in Section 3.2.

  • Enforceability Limitations means limitations on enforcement and other remedies by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally or general principles of equity.

  • Transferable means an obligation that is transferable to institutional investors without any contractual, statutory or regulatory restriction, provided that none of the following shall be considered contractual, statutory or regulatory restrictions:

  • Burdensome Restrictions means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

  • Reciprocal license means the issuance of an Iowa license to practice barbering to an applicant who is currently licensed in another state and which state has a mutual agreement to license persons who have the same or similar qualifications to those required in Iowa.

  • Third Party Consents shall have the meaning set forth in Section 8.3.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • Permitted Title Exceptions means those exceptions to title to the Real Property that are satisfactory to the Acquiror as determined pursuant to Section 2.2.

  • Copyright and Similar Rights means copyright and/or similar rights closely related to copyright including, without limitation, performance, broadcast, sound recording, and Sui Generis Database Rights, without regard to how the rights are labeled or categorized. For purposes of this Public License, the rights specified in Section 2(b)(1)-(2) are not Copyright and Similar Rights.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Licenses and Permits means, collectively, all of Seller’s right, title and interest, to the extent assignable, in and to licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps and entitlements now or hereafter issued, approved or granted by the Authorities in connection with the Real Property and the Improvements, together with all renewals and modifications thereof.

  • Trade Secret Licenses means any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder).

  • Easements shall have the meaning set forth in Section 3.1.12.