Common use of Limitations on Free Transferability Clause in Contracts

Limitations on Free Transferability. Subject to Sections 10.3, 10.4 and 10.5, any Transfer by either Participant under Section 10.1 shall be subject to the following limitations: (a) Neither Participant shall Transfer any interest in this Agreement or the Assets (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of all of its Participating Interest; (b) No transferee of all or any part of a Participant’s Participating Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participant notice of the Transfer, and, except as provided in this Section 10.2, the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Participant; (c) Neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization (including the Licenses); and (d) No Transfer permitted by this Article 10 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer or exists on the Effective Date, provided that if such transferee is deemed by the remaining Participant as creditworthy and assumes in writing all such liabilities of the transferring Participant, the transferring Participant shall no longer be responsible for such liabilities.

Limitations on Free Transferability. Subject to Sections 10.3, 10.4 and 10.5, any Any Transfer by either the Participant under Section 10.1 14.1 shall be subject to the following limitationsterms and conditions: (a) Neither If a Participant shall (“Selling Participant”) desires to Transfer any interest in this Agreement all or part of its Participating Interest to a third party, the Assets Selling Participant must first notify the other Participant of the terms and conditions of the Transfer (including, but not limited to, any royalty, profits, or “Notice”) and offer the other interest Participant the right to participate in the Products) except Transfer on the same terms and conditions, provided that, the other Participant’s right to participate in conjunction with the Transfer of all of its shall be limited to the same proportion that the other Participant’s Participation Interests represents to the Selling Participant’s Participating Interest; (b) No transferee of all or any part of a Participant’s Participating Interest shall have the rights of a Participant Interests unless and until the transferring Participant has provided to notifies the other Participant notice of Participant, and the Transfer, and, except as provided in this Section 10.2, the transferee, transferee as of the effective date of the Transfer, has committed in writing to assume and be bound by the terms and conditions of this Joint Venture Agreement to the same extent as the transferring Participant;, (c) Neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization (including the Licenses); and (d) No Transfer permitted by this Article 10 XIV shall relieve the transferring Participant of its share of any liabilityliability or obligation hereunder (including any tax liability associated with such Transfer), whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer or exists on the Effective Date, provided that if such transferee is deemed by the remaining Participant as creditworthy and assumes in writing all such liabilities of the transferring Participant, the transferring Participant shall no longer be responsible for such liabilities.

Limitations on Free Transferability. Subject to Sections 10.3, 10.4 and 10.5, any Any Transfer by either any Participant under Section 10.1 16.1 shall be subject to the following limitations: (a) Neither No Participant shall Transfer any interest in this Agreement or the Assets (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Participating Interest; (b) No transferee of all or any part of a Participant’s Participating Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participant Participants notice of the Transfer, and, except as provided in this Section 10.2Subsections 16.2(g) and 16.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Participant; (c) Neither No Participant, without the consent of the other ParticipantParticipants, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization (including the Licenses); andauthorization; (d) No Transfer permitted by this Article 10 XVI shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer or exists on the Effective Date, provided that if such transferee is deemed by the remaining Participant as creditworthy and assumes in writing all such liabilities of the transferring Participant, the transferring Participant shall no longer be responsible for such liabilities.;