Assignment; Rights Reserved Sample Clauses

The "Assignment; Rights Reserved" clause defines whether and how a party may transfer its rights or obligations under the agreement to another party. Typically, this clause restricts assignment without the prior written consent of the other party, ensuring that contractual duties and benefits remain with the original signatories unless otherwise agreed. By reserving rights, the clause also clarifies that any rights not expressly granted remain with the original party. Its core function is to maintain control over who is bound by or benefits from the contract, thereby preventing unwanted or unauthorized transfers that could affect the parties' interests.
Assignment; Rights Reserved. Subject to the provisions of paragraph 3(a) hereof, Assignor does hereby sell, assign, transfer and set over unto Assignee, except to the extent reserved below, all of Assignor's rights and interests in and to the Purchase Agreement, as and to the extent that the same relate to the Aircraft and the operation thereof, including, without limitation, (a) all claims for damages in respect of the Aircraft arising as a result of any default by the Manufacturer under the Purchase Agreement, including, without limitation, all warranty, service life policy, aircraft performance guarantee and indemnity provisions in the Purchase Agreement in respect of the Aircraft and all claims thereunder and (b) any and all rights of Assignor to compel performance of the terms of the Purchase Agreement in respect of the Aircraft; reserving to Assignor, however, (i) all of Assignor's rights and interests in and to the Purchase Agreement as and to the extent that it relates to any matters not in respect of the Aircraft, (ii) all of Assignor's rights and interests under the Purchase Agreement (other than under Exhibit B (Product Assurance Document) thereof), (iii) all of Assignor's rights and interests in or arising out of any payments or deposits made or to be made by Assignor or amounts credited or to be credited or paid or to be paid by the Manufacturer to Assignor in respect of the Aircraft under the Purchase Agreement, (iv) all of Assignor's rights and interests in and to any Spare Parts General Terms Agreement and (v) with respect to the Aircraft so long, and only so long, as the Manufacturer shall not have received written notice from the Indenture Trustee or the Owner Trustee (including by mail, courier, telex, or telecopy thereof from the Indenture Trustee or the Owner Trustee addressed to the Manufacturer's Vice President - Contracts at P.▇. ▇▇▇ ▇▇▇▇, Mail Code 21-34, S▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ if by mail; 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇.▇., ▇/▇ ▇▇-▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, if by courier; 4▇▇-▇▇▇-▇▇▇▇ if by telecopy and 32-9430 (answerback BOEINGREN), if by telex) that an Event of Default under the Lease has occurred and is continuing or that the Lease has terminated, all rights to demand, accept and retain all rights in and to property (other than the Aircraft), data, documents, training and services of any kind which the Manufacturer is obligated to provide or does provide pursuant to the Purchase Agreement with respect to the Aircraft.
Assignment; Rights Reserved. Subject to the provisions of paragraph 3(a) hereof, Assignor does hereby sell, assign, transfer and set over unto Assignee, except to the extent reserved below, all of Assignor's right, title and interest in and to the Contract Rights, as and to the extent that the same relate to the Aircraft.
Assignment; Rights Reserved. Subject to the provisions of paragraph 3(a) hereof, Assignor does hereby sell, assign, transfer and set over unto Assignee, all of Assignor's rights and interests in and to (i) Clauses 12, 13 and, to the extent relating to acts to be performed following the date of enforcement of this Purchase Agreement Assignment, 17 of the Purchase Agreement (but not any other provision of the Purchase Agreement or any letter agreement referred to therein) as such Clauses relate to the Aircraft (the "Assigned Warranties"), and (ii) the Guaranty as it relates to the Assigned Warranties; reserving to Assignor, however, all of Assignor's rights and interests in and to Clauses 12, 13 and, to the extent relating to acts to be performed following the date of enforcement of this Purchase Agreement Assignment, 17 of the Purchase Agreement and the Guaranty as and to the extent that such Clauses of the Purchase Agreement and the Guaranty relate to aircraft other than the Aircraft and to the extent that the Purchase Agreement and the Guaranty relate to any other matters not directly pertaining to the Aircraft.
Assignment; Rights Reserved. Subject to the provisions of paragraph 3(a) hereof, Assignor does hereby sell, assign, transfer and set over unto Assignee, except to the extent reserved below, all of Assignor's right, title and interest in, to and under Parts 1,2,3,4 and 6 of the Product Assurance Document attached as Exhibit C to the AGTA-DAL, but only to the extent that the same relate to the continuing rights of Assignor in respect of any warranty or indemnity, express or implied, pursuant to the Product Assurance Document with respect to the Airframe (collectively, the "Warranty Rights").

Related to Assignment; Rights Reserved

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Trademark Assignment Upon the request of Theravance, GSK shall prepare a global assignment to Theravance of any Trademark extensively and publicly used by GSK and Theravance in connection with the Terminated Non-Respiratory Commercialized Alliance Product. If Theravance elects to record the Assignment, Theravance shall undertake such recordal tasks and shall bear the costs and fees associated with the recordal, including but not limited to all filing fees, agent fees, and costs of notarization and legalizations. GSK shall cooperate with Theravance as reasonably necessary. Notwithstanding the foregoing, in the event that any Trademark is used by GSK on any other product, GSK shall not assign such Trademark as contemplated in the preceding sentence but shall license such Trademark to Theravance on a non-exclusive basis and subject to any further license terms to be agreed by the Parties in good faith at the time.