Distribution and Assignment Clause Samples

Distribution and Assignment. (a) The LLC hereby distributes, conveys, transfers, assigns and delivers to BioMarin and its successors and assigns forever all right, title and interest in and to the BioMarin Acquired Assets free and clear of all liens, claims, licenses, pledges and encumbrances other than those created by BioMarin. All transfers to BioMarin’s custody and control of the BioMarin Acquired Assets shall be effected in compliance with all applicable laws. (b) The LLC hereby distributes, conveys, transfers, assigns and delivers to BioMarin Genetics and its successors and assigns forever all right, title and interest in and to the BioMarin Subsidiary Acquired Assets free and clear of all liens, claims, licenses, pledges and encumbrances other than those created by BioMarin Genetics.
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Distribution and Assignment. The Partners, as liquidators of the Partnership, hereby distribute, assign, convey and deliver (i) to Enron Power and its successors and assigns a 50% undivided interest in and to the Partnership Property, and (ii) to CNF and its successors and assigns a 50% undivided interest in and to the Partnership Property.
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Distribution and Assignment. Assignee may distribute the Existing Software and Existing Technology in any manner which Assignee, in its sole discretion, deems appropriate, including without limitation, through the use of exclusive and non-exclusive licenses. Assignee may assign its rights under this Agreement, without permission from Assignor, to any entity, including but not limited to any entity which purchases all or substantially all of the assets of Assignee or its rights to the Existing Software or Existing Technology. Assignor may not assign its rights or obligations under this Agreement.
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Distribution and Assignment. Effective upon the Distribution Date, Valvino hereby assigns, transfers, conveys, and delivers to Wynn Resorts, as a distribution, all of Valvino's right, title, and interest in, to, and under the Assets, free and clear of all Encumbrances. For purposes of this Agreement, "Assets" means all of Valvino's assets, real or personal, tangible or intangible, fixed or contingent, including without limitation those assets set forth on Schedule 1A attached hereto, but specifically excluding those assets set forth on Schedule 1B attached hereto (such excluded assets are hereinafter referred to as the "Retained Assets"). "Encumbrances" means, for purposes of this Agreement, any security interest, pledge, mortgage, lien (including environmental and tax liens), charge, encumbrance, adverse claim, preferential arrangement, or restriction of any kind, including without limitation any restriction on the use, voting, transfer, receipt of income, or other exercise of any attributes of ownership.
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Distribution and Assignment. At Closing (as hereinafter defined), and for no consideration, CBDH (i) hereby directs the Corporation to distribute the Second Tranche Shares and the First Marking Period Earnout Shares, and (ii) hereby assigns all of its right, title and interest in and to the Remaining Earnout Rights, on a pro rata basis to the Members in accordance with Schedule A hereto.
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Related to Distribution and Assignment

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.

  • Variation and assignment No variation of this agreement shall be valid or effective unless it is in writing. We may amend this TOBA by sending you either a notice of amendment in writing or a revised TOBA. We are entitled to assign this TOBA to any other Affiliate for so long as such company remains an Affiliate.

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.

  • Delegation and Assignment 21 In the performance of this Agreement, CONTRACTOR may neither 22 delegate its duties or obligations nor assign its rights, either in whole or 23 in part, without the prior written consent of COUNTY. Any attempted 24 delegation or assignment without prior written consent shall be void. The

  • CESSION AND ASSIGNMENT The Service Provider shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Fund.