Common use of Assignment and Sale Clause in Contracts

Assignment and Sale. 8.1 Licensor agrees not to transfer or assign its interest in this License Agreement without the prior written consent of the Licensee. If Licensor transfers this License Agreement, the transferor shall be equally bound to Licensor’s obligations to the Licensee as defined in this License Agreement. 8.2 In the event Licensor desires to assign all or any part of its rights, privileges and interests under this License Agreement, Licensor shall first offer (“Right of First Offer”) such assignment to Licensee by notifying Licensee in writing of the terms and conditions upon which Licensor would be willing to make such an assignment; and Licensee shall have the right to acquire said rights, privileges and interests of Licensor by accepting the offer in accordance with said terms and conditions or equivalent cash. If within fifteen (15) days after receipt of Licensor’s notice, Licensee advises Licensor of its acceptance of the offer as stated in the notice, Licensor agrees to promptly make the assignment to Licensee on the stated terms and conditions and shall have an additional thirty (30) business days, if the assignment price is less than $1 Million Dollars and sixty (60) days if the assignment price is over $1 Million Dollars, to pay for the same with delivery against payment. 8.3 If within fifteen (15) days after receipt of Licensor’s notice, Licensee does not indicate its acceptance of the offer as stated in the notice, Licensor shall thereafter have the right, subject to the prior written consent of Licensee, to make the assignment to another person, firm or corporation on the same terms and conditions as stated in the notice. Should the Licensee not exercise its Right of First Offer and should the contemplated assignment not be completed within ninety (90) days from the date of Licensor’s notice, or should the terms and conditions thereof be altered in any way, this Right of First Offer shall be reinstated in any subsequent proposed assignment, or the altered terms and conditions for the current transaction, must again be offered by Licensor in accordance with the terms of Paragraph 8.2. 8.4 Immediately prior to Licensor going into bankruptcy, Licensee shall have a Right of First Offer on any of Licensor’s assets at fair market value. 8.5 It is hereby agreed that prior to sale to a third party contemplated pursuant to Paragraphs 8.1 and 8.2 above, the purchaser shall agree to be bound by the terms of this License Agreement and to assume all of Licensor’s obligations to Licensee thereunder. 8.6 Licensee shall have the right to transfer and/or assign this License Agreement by providing written notice to Licensor, provided that Licensee is in good standing under this License Agreement and the transferee or assignee assumes all obligations of Licensee to Licensor under this License Agreement.

Assignment and Sale. 8.1 9.1 Licensor agrees not to transfer or assign its interest in this License Agreement Agreement, except to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , without the prior written consent of the Licensee. If Licensor transfers this License AgreementAgreement to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, the transferor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall be equally bound to Licensor’s obligations to the Licensee as defined in this License Agreement. 8.2 9.2 In the event Licensor desires to assign all or any part of its rights, privileges and interests under this License Agreement, Licensor shall first offer (“Right of First Offer”) such assignment to Licensee by notifying Licensee in writing of the terms and conditions upon which Licensor would be willing to make such an assignment; and Licensee shall have the right to acquire said rights, privileges and interests of Licensor by accepting the offer in accordance with said terms and conditions or equivalent cash. If within fifteen (15) days after receipt of Licensor’s notice, Licensee advises Licensor of its acceptance of the offer as stated in the notice, Licensor agrees to promptly make the assignment to Licensee on the stated terms and conditions and shall have an additional thirty (30) business days, if the assignment price is less than $1 Million Dollars and sixty (60) days if the assignment price is over $1 Million Dollars, to pay for the same with delivery against payment. 8.3 9.3 If within fifteen (15) days after receipt of Licensor’s notice, Licensee does not indicate its acceptance of the offer as stated in the notice, Licensor shall thereafter have the right, subject to the prior written consent of Licensee, to make the assignment to another person, firm or corporation on the same terms and conditions as stated in the notice. Should the Licensee not exercise its Right of First Offer and should the contemplated assignment not be completed within ninety (90) days from the date of Licensor’s notice, or should the terms and conditions thereof be altered in any way, this Right of First Offer shall be reinstated in any subsequent proposed assignment, or the altered terms and conditions for the current transaction, must again be offered by Licensor in accordance with the terms of Paragraph 8.29.2. 8.4 9.4 Immediately prior to Licensor going into bankruptcy, Licensee shall have a Right of First Offer on any of Licensor’s assets at fair market value. 8.5 9.5 It is hereby agreed that prior to sale to a third party contemplated pursuant to Paragraphs 8.1 9.1 and 8.2 9.2 above, the purchaser shall agree to be bound by the terms of this License Agreement and to assume all of Licensor’s obligations to Licensee thereunder. 8.6 9.6 Licensee shall have the right to transfer and/or assign this License Agreement by providing written notice to Licensor, provided that Licensee is in good standing under this License Agreement and the transferee or assignee assumes all obligations of Licensee to Licensor under this License Agreement.

Assignment and Sale. 8.1 9.1 Licensor agrees not to transfer or assign its interest in this License Agreement Agreement, except to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, without the prior written consent of the Licensee. If Licensor transfers this License AgreementAgreement to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, the transferor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall be equally bound to Licensor’s obligations to the Licensee as defined in this License Agreement. 8.2 9.2 In the event Licensor desires to assign all or any part of its rights, privileges and interests under this License Agreement, Licensor shall first offer (“Right of First Offer”) such assignment to Licensee by notifying Licensee in writing of the terms and conditions upon which Licensor would be willing to make such an assignment; and Licensee shall have the right to acquire said rights, privileges and interests of Licensor by accepting the offer in accordance with said terms and conditions or equivalent cash. If within fifteen (15) days after receipt of Licensor’s notice, Licensee advises Licensor of its acceptance of the offer as stated in the notice, Licensor agrees to promptly make the assignment to Licensee on the stated terms and conditions and shall have an additional thirty (30) business days, if the assignment price is less than $1 Million Dollars and sixty (60) days if the assignment price is over $1 Million Dollars, to pay for the same with delivery against payment. 8.3 9.3 If within fifteen (15) days after receipt of Licensor’s notice, Licensee does not indicate its acceptance of the offer as stated in the notice, Licensor shall thereafter have the right, subject to the prior written consent of Licensee, to make the assignment to another person, firm or corporation on the same terms and conditions as stated in the notice. Should the Licensee not exercise its Right of First Offer and should the contemplated assignment not be completed within ninety (90) days from the date of Licensor’s notice, or should the terms and conditions thereof be altered in any way, this Right of First Offer shall be reinstated in any subsequent proposed assignment, or the altered terms and conditions for the current transaction, must again be offered by Licensor in accordance with the terms of Paragraph 8.29.2. 8.4 9.4 Immediately prior to Licensor going into bankruptcy, Licensee shall have a Right of First Offer on any of Licensor’s assets at fair market value. 8.5 9.5 It is hereby agreed that prior to sale to a third party contemplated pursuant to Paragraphs 8.1 9.1 and 8.2 9.2 above, the purchaser shall agree to be bound by the terms of this License Agreement and to assume all of Licensor’s obligations to Licensee thereunder. 8.6 9.6 Licensee shall have the right to transfer and/or assign this License Agreement by providing written notice to Licensor, provided that Licensee is in good standing under this License Agreement and the transferee or assignee assumes all obligations of Licensee to Licensor under this License Agreement.

Assignment and Sale. 8.1 Licensor agrees not 7.1 Excepting as provided in Paragraph 7.2 below, upon written notice to Purchaser, ▇▇▇▇▇ and PAGIC shall each have the right to sell, transfer or assign his/its interest in this License Agreement Purchase Agreement, upon written notice to Purchaser, without the prior written consent of the Licensee. If Licensor transfers this License Agreement, the transferor Purchaser. 7.2 The other party’s prior written consent shall be equally bound to Licensor’s obligations to the Licensee as defined required in this License Agreement. 8.2 In the event Licensor a party to this Purchase Agreement desires to offer to sell or assign all or any part of its rights, privileges and interests under in this License AgreementPurchase Agreement or to the Intellectual Property to a current competitor or existing customer. a) In the event Purchaser desires to sell or assign to an Entity, Licensor other than ▇▇▇▇▇ or PAGIC or their Affiliates, or to a current competitor or existing customer, all or any part of its rights, privileges and interests in this Purchase Agreement or to the Intellectual Property, Purchaser shall first offer (“"Right of First Offer”") such assignment to Licensee Seller by notifying Licensee Seller in writing of the terms and conditions upon which Licensor Purchaser would be willing to make such an assignment; and Licensee Seller shall have the right to acquire said rights, privileges and interests of Licensor Purchaser by accepting the offer in accordance with said terms and conditions or equivalent cash. If within fifteen (15) days after receipt of Licensor’s Purchaser's notice, Licensee Seller advises Licensor Purchaser of its acceptance of the offer as stated in the notice, Licensor Purchaser agrees to promptly make the assignment to Licensee Seller on the stated terms and conditions and shall have an additional thirty (30) business days, if the assignment price is less than $1 Million Dollars and sixty (60) days if the assignment price is over $1 Million Dollars, to pay for the same with delivery against payment. 8.3 b) In the event ▇▇▇▇▇ desires to sell or assign to an Entity other than Purchaser, all or any part of his rights, privileges and interests in this Purchase Agreement, ▇▇▇▇▇ shall first offer ("Right of First Offer") such assignment to Purchaser by notifying Purchaser in writing of the terms and conditions upon which ▇▇▇▇▇ would be willing to make such an assignment; and Purchaser shall have the right to acquire said rights, privileges and interests of ▇▇▇▇▇ by accepting the offer in accordance with said terms and conditions or equivalent cash. If within fifteen (15) days after receipt of Licensor’s ▇▇▇▇▇'▇ notice, Licensee Purchaser advises ▇▇▇▇▇ of its acceptance of the offer as stated in the notice, ▇▇▇▇▇ agrees to make the assignment to Purchaser, which assignment will be effective only upon his receipt of full payment of the Right of First Offer price. Purchaser shall have an additional thirty (30) business days, if the assignment price is less than $1 Million Dollars and sixty (60) days if the assignment price is over $1 Million Dollars, to make the Right of First Offer payment. 7.3 If within fifteen (15) days after receipt of Purchaser's notice, Seller does not indicate its acceptance of the offer as stated in the notice, Licensor Purchaser shall thereafter have the right, subject to the prior written consent of Licensee, right to make the assignment or sale to another person, firm or corporation on the same terms and conditions as stated in the notice. Should the Licensee Seller not exercise its Right of First Offer and should the contemplated assignment not be completed within ninety (90) days from the date of Licensor’s notice, or should the terms and conditions thereof be altered in any wayway that results in less desirable terms than those set forth in the Purchaser’s notice, this Right of First Offer shall be reinstated in any subsequent proposed assignment, or the altered terms and conditions for the current transaction, must again be offered by Licensor Purchaser in accordance with the terms of Paragraph 8.27.2. 8.4 7.4 Immediately prior to Licensor Purchaser going into bankruptcy, Licensee Seller shall have a Right of First Offer on any of Licensor’s Purchaser's assets at fair market value. 8.5 7.5 It is hereby agreed that prior to sale by a party to this Purchase Agreement to a third party contemplated pursuant to Paragraphs 8.1 7.2 and 8.2 7.3 above, the third party purchaser shall agree in writing to be fully bound by the terms of this License Purchase Agreement and to assume all of Licensorthe respective party’s obligations to Licensee thereunderhereunder. 8.6 Licensee shall have the right to transfer and/or assign this License Agreement by providing written notice to Licensor, provided that Licensee is in good standing under this License Agreement and the transferee or assignee assumes all obligations of Licensee to Licensor under this License Agreement.