NONASSIGNMENT Clause Samples
The Nonassignment clause prohibits either party from transferring their rights or obligations under the contract to another party without prior consent. In practice, this means that if one party wishes to sell, delegate, or otherwise assign their interests in the agreement, they must first obtain written approval from the other party. This clause ensures that both parties maintain control over who they are contractually bound to, thereby preventing unwanted or unapproved third parties from becoming involved in the agreement.
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NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that:
(a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer;
(b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i), as the case may be;
(c) the credit policies of the Buyer or ▇▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support;
(d) a Termination Event does not occur as a result of such transfer;
(e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and
(f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Se...
NONASSIGNMENT. Contractor shall not, voluntarily or by operation of law, assign, pledge, or subcontract this Agreement or any part of this Agreement, or the Work to be performed hereunder, without the prior written consent of Owner. The parties hereto expressly recognize this Agreement to be a “Personal Services Agreement,” and Owner relies expressly on the personal abilities of Contractor. Any whole or partial sale of stock or assets of Contractor shall be deemed an assignment hereunder, and Owner may terminate this Agreement immediately at its option upon any such assignment or sale, or attempted assignment or sale of stock or assets of Contractor or upon the subcontracting of this Agreement or any portion thereof; provided, however, if Contractor is responsible for the transportation of coal under this Agreement, nothing contained in this paragraph shall prevent or prohibit Contractor from subcontracting in the usual way the transportation of coal hereunder. In the event Owner consents to one or more assignments or subcontracts pertaining to this Agreement, such consent shall not be construed as waiving the requirements of obtaining written consent to additional assignments or subcontracts pertaining to this Agreement, nor shall any consent to assignment or subcontract relieve Contractor of any of its obligations made hereunder or herewith.
NONASSIGNMENT. CONTRACTOR shall not assign this agreement without the prior written consent of the COUNTY.
NONASSIGNMENT. This Agreement has been entered into based upon the personal reputation, expertise and qualifications of Consultant. Neither party to this Agreement shall assign its interest in the Agreement, either in whole or in part. Consultant shall not assign any monies due or to become due to it hereunder without the prior written consent of City.
NONASSIGNMENT. The Grantee shall not have the right to assign, alienate, pledge, transfer, or encumber any amounts due Grantee hereunder, and any attempt to assign, alienate, pledge, transfer, or encumber Grantee's rights or benefits shall be null and void and not recognized by the Plan or the Company.
NONASSIGNMENT. This Agreement is personal to Employee and shall not be assigned by him. Employee shall not delegate, encumber, alienate, transfer or otherwise dispose of his rights and duties hereunder. STURGIS may assign this Agreement without Employee's consent to any other entity who, in connection with such assignment, acquires all or substantially all of STURGIS' assets or into or with which STURGIS is merged or consolidated.
NONASSIGNMENT. Notwithstanding anything stated to the contrary herein, neither party hereto may assign or transfer its interest herein, or delegate or transfer any of its obligations hereunder, without the prior written consent of the other party hereto.
NONASSIGNMENT. CONTRACTOR shall not assign the Contract without the prior written consent of the DISTRICT.
NONASSIGNMENT. This Agreement is personal to Employee and shall not be assigned by Employee. Employee shall not hypothecate, delegate, encumber, alienate, transfer or otherwise dispose of Employee's rights and duties hereunder. This Agreement shall not be assigned by the Company without the prior written consent of Employee.
NONASSIGNMENT. Neither party to this Agreement shall assign its interest in the Agreement, either in whole or in part. Contractor shall not assign any monies due or to become due to it hereunder without the prior written consent of City.