Assignment by ▇▇▇▇ Clause Samples

Assignment by ▇▇▇▇. AESO may assign its rights and benefits without consent of Generator, provided the assignee agrees to be bound by the agreement and not to make any material amendments to same or to terminate same without prior consent of Generator and provided further the AESO remains liable for any payment defaults and obligations of the assignee arising from the replacement party’s event of default.

Assignment by ▇▇▇▇. ▇▇▇▇ may not assign this Agreement or any part thereof; provided, however, that nothing herein shall preclude one or more beneficiaries of ▇▇▇▇ from receiving any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from receiving such amount or from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of the intestacy applicable to his estate.

Assignment by ▇▇▇▇. This Agreement, and the rights and obligations of Dyax hereunder, may not be transferred or assigned by Dyax to any third party without the prior written consent of Service Provider, provided that no such consent will be required in connection with an assignment (a) to any Affiliate, (b) to any successor (including the surviving company in any consolidation, merger or other combination by operation of law or otherwise) or (c) to any assignee of all or substantially all of Dyax's business in the Territory or that portion of the business of Dyax that relates to the Product.

Assignment by ▇▇▇▇. Gavi may transfer to any agency that ▇▇▇▇ ▇▇▇▇▇ appropriate (acting in its sole discretion) (the “Gavi Transferee”) by way of absolute assignment or transfer in or substantially in the form set out in Part A, Schedule 5 (Form of Assignment Agreement), all of its rights, title, benefit, interest and/or obligations hereunder, including with respect to the payment obligations of the Participant hereunder. Gavi shall give notice, in or substantially in the form set out in Part B of Schedule 5 (Notice of Assignment) to the Participant of such assignment or transfer. The Participant shall acknowledge in writing, addressed to ▇▇▇▇ and the Gavi Transferee, its receipt of notice of any such transfer or assignment. Upon such transfer or assignment to the Gavi Transferee, all references to Gavi in this Agreement shall be deemed to mean the Gavi Transferee, and the rights, title, benefit, interest and/or obligations hereunder (including with respect to the payment obligations of the Participant hereunder) transferred or assigned to the Gavi Transferee shall not be capable of being further transferred, assigned or otherwise disposed of in any manner whatsoever (whether absolutely or by way of security) without the prior written consent of the Participant.

Assignment by ▇▇▇▇. ▇▇▇▇ hereby transfers and assigns to CPP 800 all rights and interests of ▇▇▇▇ under the Tax Reimbursement Agreement.

Assignment by ▇▇▇▇. Gavi may, subject to Clause 7(a) hereof, transfer to any agency that ▇▇▇▇ ▇▇▇▇▇ appropriate (acting in its sole discretion) (the “Gavi Transferee”) by way of absolute assignment or transfer in or substantially in the form set out in Part A, Schedule 1 (Form of Assignment Agreement), all of its rights, title, benefit, interest and/or obligations hereunder, including with respect to the obligations of the Guarantor hereunder. Gavi shall give notice, in or substantially in the form set out in Part B of Schedule 1 (Form of Notice of Assignment) to the Guarantor of such assignment or transfer. The Guarantor shall acknowledge in writing, addressed to ▇▇▇▇ and the Gavi Transferee, its receipt of notice of any such transfer or assignment. Upon such transfer or assignment to the Gavi Transferee, all references to Gavi in this Guarantee shall be deemed to mean the Gavi Transferee, and the rights, title, benefit, interest and/or obligations hereunder (including with respect to the obligations of the Guarantor hereunder) transferred or assigned to the Gavi Transferee shall not be capable of being further transferred, assigned or otherwise disposed of in any manner whatsoever (whether absolutely or by way of security) without the prior written consent of the Guarantor; provided that any such Gavi Transferee is not: (i) a party sanctioned pursuant to a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations; or (ii) a firm, individual, parent company, subsidiary, or previous form of organization constituted by or with any of the same individual(s) as principal(s) declared ineligible by the Guarantor, in accordance with its sanctions procedure, or declared ineligible by another international financial institution and subject to agreements that the Guarantor may have for the mutual enforcement of sanctions and listed in the website ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/en/transparency/sanctioned-firms-and-individuals.

Assignment by ▇▇▇▇. Except as specifically permitted under Section 14.2(a) or Section 14.2(b), neither this Agreement nor any right or obligation hereunder may be assigned or delegated, in whole or part, by Elan without the prior express written consent of Biogen Idec. Any purported assignment by ▇▇▇▇ that is not in accordance with this Section 14.2 shall be void. (a) Elan may assign this Agreement and its rights and obligations hereunder after the Closing without the consent of Biogen Idec to (i) any of its Affiliates or (ii) to a Third Party that acquires all or substantially all of the business or assets of Elan, whether by merger, reorganization, acquisition, sale or otherwise, provided that Elan shall deliver to Biogen Idec the notice and information required under Section 4.4(c)(iii)(A) in accordance with the timeframes set forth therein. (b) Elan may pledge, mortgage, assign, charge, transfer or declare a trust or otherwise grant security over or engage in any financing, monetization or securitization transaction involving all or any part of its rights to receive the Contingent Payments, and delegate any of its obligations hereunder related thereto, to a Third Party without the consent of Biogen Idec, provided that: (i) such assignee must execute an assignment and assumption agreement with ▇▇▇▇ and Biogen Idec in a form to be mutually agreed upon by the Parties prior to Closing; (ii) Elan shall remain obligated to comply with all of its obligations under this Agreement except to the extent any such obligations are delegated to and assumed by such Third Party assignee pursuant to the assignment and assumption agreement in a form to be mutually agreed upon by the Parties prior to Closing; (iii) Elan or its permitted assignees shall deliver to Biogen Idec the notice and information required under Section 4.4(c)(iii)(A) in accordance with the timeframes set forth therein; (iv) Biogen Idec shall be under no obligation to reaffirm any representations, warranties or covenants made in this Agreement or take any other action in connection with any such assignment by ▇▇▇▇; and (v) Elan shall provide Biogen Idec with a copy of the relevant assignment agreement within thirty (30) days after execution thereof. Biogen Idec shall, at ▇▇▇▇’s expense, cooperate and provide reasonable assistance to ▇▇▇▇ in connection with any assignment by ▇▇▇▇ pursuant to Section 14.2(b). Such cooperation shall include the execution and delivery of such assignments, agreements and other instruments and...

Assignment by ▇▇▇▇. ▇▇▇▇ shall be entitled to assign all or any ------------------ portion of its rights under this agreement without Buyer's consent; provided, however, such assignment shall not in any way limit or modify ▇▇▇▇' obligations under this Agreement. STOCK PURCHASE AGREEMENT Signature Page --------------