Assignation and Change of Control Clause Samples

Assignation and Change of Control. 30.1. The Contractor may not assign its interest in the Framework Agreement without the prior written consent of the Authority. 30.2. The Contractor must notify the Authority: 30.2.1. whenever it proposes to undergo a change of Control, or a change of control is likely to occur; 30.2.2. immediately following a change of Control that has occurred; and 30.2.3. where it proposes to make any change to its sub-contractor named by the Contractor in its tender. 30.3. Subject to clause 30.5, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Framework Agreement or any part thereof to: (a) any Contracting Authority; or (b) any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or (c) any private sector body which substantially performs the functions of the Authority, provided that any such assignation, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Framework Agreement. 30.4. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 30.5, affect the validity of the Framework Agreement. In such circumstances, the Framework Agreement shall bind and inure to the benefit of any successor body to the Authority.
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Assignation and Change of Control. 30.1 The Contractor may not assign its interest in the Framework Agreement without the prior written consent of the Authority. 30.2 The Contractor must notify the Authority: 30.2.1 whenever it proposes to undergo a change of Control, or a change of control is likely to occur; 30.2.2 immediately following a change of Control that has occurred; and 30.2.3 where it proposes to make any change to its sub-contractor named by the Contractor in its tender. 30.3 Subject to clause 30.5, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Framework Agreement or any part thereof to: (a) any Contracting Authority; or (b) any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or (c) any private sector body which substantially performs the functions of the Authority, provided that any such assignation, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Framework Agreement. 30.4 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 30.5, affect the validity of the Framework Agreement. In such circumstances, the Framework Agreement shall bind and inure to the benefit of any successor body to the Authority. 30.5 If the rights and obligations under the Framework Agreement are assigned, novated or otherwise disposed of pursuant to clause 30.3 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the “Transferee”): (a) the rights of termination of the Authority in clauses 42 (Termination Rights) and 43 (Termination on Insolvency and Change of Control) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency, or Default of the Transferee; and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Framework Agreement or any part thereof with the prior consent in writing of the Contractor. 30.6 The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Framework Agreement. In such circumstances the Authority shall authorise the Transf...
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Assignation and Change of Control. The Contractor may not assign its interest in the Framework Agreement without the prior written consent of the Authority.
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Assignation and Change of Control. The Contractor may not assign its interest in the Framework Agreement without the prior written consent of the Authority. The Contractor must notify the Authority: whenever it proposes to undergo a change of Control, or a change of control is likely to occur; immediately following a change of Control that has occurred; and where it proposes to make any change to its sub-contractor named by the Contractor in its tender. Subject to clause 30.5, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Framework Agreement or any part thereof to:
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Assignation and Change of Control. 19.1 The Provider may not assign its interest in the Framework Agreement without the prior written consent of the Council. 19.2 The Provider must provide the Council with at least less 8 weeks’ prior written notice if the Provider proposes to assign its interest in the Service in whole or part and provide the Council with such information as the Council may reasonably require to assist the Council to determine that the proposed assignee satisfies the Selection Criteria and can therefore provide the consent required in terms of clause 19.1 and appoint the assignee to the Framework. 19.3 The Council may assign, novate or otherwise dispose of its rights and obligations under the Framework Agreement or any part thereof to any Contracting Authority or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Council provided that any such assignation, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Framework Agreement. Guidance note: Consider SPPN 7/21 19.4 Except to the extent expressly set out in this clause or elsewhere in the Framework Agreement, neither Party will assign or sub-contract any or all of their responsibilities under this Framework Agreement without the prior consent, in writing, of the other Party. 19.5 Where the Council consents to sub-contracting, the Provider shall remain responsible for any sub-contracted Services as if the Services had been performed by the Provider.
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Related to Assignation and Change of Control

  • Assignment and Change of Control a. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this Contract, or subcontract for all or substantially all of its performance of this Contract (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this Contract or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this Contract, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this Contract. b. For purposes of this Contract, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor:

  • Termination on Insolvency and Change of Control 43.1. The Authority may terminate the Contractor’s interest in the Framework Agreement with immediate effect by notice where in respect of the Contractor: 43.1.1. a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignation for the benefit of, its creditors; 43.1.2. a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); 43.1.3. a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency ▇▇▇ ▇▇▇▇; 43.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; 43.1.5. an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; 43.1.6. it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; 43.1.7. being a “small company” within the meaning of section 382 of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to schedule A1 to the Insolvency ▇▇▇ ▇▇▇▇; 43.1.8. a debt relief order is entered into; or 43.1.9. any event similar to those listed above occurs under the law of any other jurisdiction. 43.2. The Authority may terminate the Contractor’s interest in the Framework Agreement by notice with immediate effect within 6 months of: 43.2.1. being notified that a change of Control has occurred in accordance with clause 30 (Assignation and Change of Control); or 43.2.2. where no such notification has been given, the date that the Authority becomes aware of the change of control. 43.3. But the Authority may not terminate the Contractor’s interest in the Framework Agreement under clause 43.2 where approval of the change of control has been granted by notice by the Authority.

  • Termination Resignation and Successions 7.1 Final Termination. Unless terminated at an earlier date by mutual agreement of the parties hereto, this Agreement shall terminate upon the first to occur of the following: (a) the last Serviced Appointment is terminated, matured or expired under the terms of the applicable Serviced Corporate Trust Contract and all Trust Assets in respect thereof have been fully distributed, (b) the last Serviced Appointment is Transferred to the applicable Purchaser,