Assignment or Delegation Clause Samples

Assignment or Delegation. Neither party may assign, delegate, or transfer its rights or obligations under the service documents without the other party’s prior written consent, which consent may not be unreasonably delayed or withheld, however, no such consent will be required by NCC if such assignment or delegation is to an affiliate or successor-in-interest (by merger, acquisition, asset sale, or otherwise). Except as provided herein, any assignment or delegation without prior written consent from the other party is null and void.

Assignment or Delegation. County agrees that the assignment or delegation of this Contract or subcontract, either in whole or in part, will be void unless prior written approval is obtained from DHCS and CalOptima, as applicable, provided that approval may be withheld in their sole and absolute discretion. For purposes of this Section, and with respect to this Contract and any subcontracts, as applicable, an assignment constitutes any of the following: (i) the change of more than twenty-five percent (25%) of the ownership or equity interest in County or Downstream Entity (whether in a single transaction or in a series of transactions); (ii) the change of more than twenty- five percent (25%) of the directors of trustees of County or Downstream Entity; (iii) the merger, reorganization, or consolidation of County or Downstream Entity, with another entity with respect to which County or Downstream Entity is not the surviving entity; and/or (iv) a change in the management of County or Downstream Entity from management by persons appointed, elected or otherwise selected by the governing body of County or Downstream Entity (e.g., the Board of Directors) to a third-party management person, company, group, team or other entity.

Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. The Seller shall have no power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, including by merger, consolidation, operation of law, or otherwise, without the prior written consent of the other Series and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. The Series may, upon notice to the Seller, elect to have a subsidiary of the Series acquire the Vehicle in place of the Series, and in connection therewith the Series may assign or transfer, in whole or in part, this Agreement, and any of its rights or any of its obligations hereunder to such subsidiary of the Series as the “Series” hereunder, at which time the Parties shall execute an addendum to this Agreement to reflect such assignment, to be in form and substance as reasonably agreed to by the Parties, and the Series shall thereafter be released from any ongoing obligations hereunder to the extent sent forth in such addendum, provided that the Parties acknowledge and agree that the Units shall still be issued by the Series at the Closing should it occur.

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i) Subject to prior compliance with subsection (iii) and ---------------- subsection (iv) below, an assigning party may assign all of the rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: (1) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or (2) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii) Subject to subsection (iii) and subsection (iv) below, an ---------------- --------------- assigning party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i) above), or the merger or consolidation of -------------- the assigning party with or described in subsection (i) above), so long as -------------- such transferee, purchaser or surviving person shall expressly assume such obligations of the...

Assignment or Delegation. Neither party may assign any rights or obligations under this Agreement or any Schedule without the other party’s prior written consent, except that, subject to Section 13(c), either party may assign the entirety of its rights and obligations under this Agreement (i) to its parent company or an Affiliate, or

Assignment or Delegation. You may not assign this Agreement, in whole or in part, or delegate any of your responsibilities under this Agreement to any third party or entity. Any such attempted assignment or delegation will not be recognized by us unless and until acknowledged by us in writing. We are not, however, under any obligation to give you our written acknowledgment.

Assignment or Delegation. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of SHSU. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

Assignment or Delegation. Neither party may assign, delegate, or transfer its rights or obligations under the service documents without the other party’s prior written consent, which consent may not be unreasonably delayed or withheld, however, no such consent will be required by NCC if such assignment or delegation is to an affiliate or successor-in-interest (by merger, acquisition, asset sale, or otherwise). A change in control either by way of Asset Purchase Agreement or other form of a buy/sell contract of more than 50.1% of the assets of the client or legal ownership interests of the client shall automatically assign and transfer this MSA and the Service Order(s) and all obligations and rights thereof to the successor-in-interest without the approval of NCC.

Assignment or Delegation. The Consultant shall not assign any of its rights or interest in this Agreement, nor delegate any of its duties hereunder to any other person, firm, or entity without the express written consent of the City first being obtained.