Prohibited Assignment Clause Samples
A Prohibited Assignment clause restricts one or both parties from transferring their rights or obligations under the contract to another party without prior consent. In practice, this means that neither party can assign the agreement, such as selling their interest or delegating their duties, unless the other party agrees in writing. This clause is essential for maintaining control over who is involved in the contractual relationship and prevents unwanted third parties from entering the agreement, thereby protecting the interests and expectations of the original parties.
Prohibited Assignment. The Employee shall have no right to exchange, convert, encumber or dispose of the rights to receive the benefits or payments under this Agreement, which payments, benefits and rights thereto are expressly declared to be non-assignable and non-transferable.
Prohibited Assignment. Licensee makes an assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, commences or is the subject of any proceeding under law relating to any bankruptcy, arrangement, insolvency, or readjustments of its debt, which proceeding is not dismissed within sixty (60) days after commencement; and/or
Prohibited Assignment. If any Borrower attempts to assign its respective rights under this Agreement or under any other Loan Document or any interest herein or therein in contravention of this Agreement or any of the Loan Documents;
Prohibited Assignment. Unless in each of the following instances the General Partners shall give their express written consent, no Units may be assigned or otherwise transferred:
(a) to a minor or incompetent (unless a guardian, custodian or conservator has been appointed to handle the affairs of such person);
(b) to any person or entity not permitted to be a transferee under law including, in particular but without limitation, applicable state securities laws which generally provide that, except in the case of a transfer by gift, inheritance, intra-family transfer, or family dissolution, each transferee of Units must acquire not less than five Units and must satisfy similar investor suitability standards to those which were applicable to the original offering of Units, and that following a transfer of less than all his Units, each transferor must retain a sufficient number of Units to satisfy the minimum investment standards applicable to his initial purchase of Units;
(c) in the case of a proposed assignment of Units, to any assignee if such assignee would hold after such Assignment a fraction of a Unit; or
(d) to any person if, in the opinion of Counsel to the Partnership, such transfer would result in the termination under the Code of the Partnership's taxable year or of its status as a partnership. Any such attempted Assignment without the express written consent of the General Partners shall be void and ineffectual and shall not bind the Partnership. In the case of a proposed Assignment which is prohibited solely under clause (d) above, however, the Partnership shall be obligated to permit such Assignment to become effective if and when, in the opinion of Counsel to the Partnership, such Assignment would no longer have either of the adverse consequences under the Code which are specified in that clause.
Prohibited Assignment. Instructor attempts to make, or makes, an assignment for the benefit of its creditors, admits in writing to its inability to pay its debts as they come due, commences or is the subject of any proceeding under law relating to bankruptcy, insolvency, or readjustments of its debt, which proceeding is not dismissed within sixty (60) days after commencement;
Prohibited Assignment. Licensee enters into an Assignment in violation of Article 16 (Assignment).
Prohibited Assignment. No Limited Partner Interests may be Assigned or otherwise transferred:
(a) to a non-resident alien unless the General Partners determine that such transfer would not impose unduly burdensome reporting or withholding requirements on the Partnership;
(b) to a minor or incompetent (unless a guardian, custodian or conservator has been appointed to handle the affairs of such Person);
(c) to any Person not permitted to be a transferee under law including, in particular but without limitation, applicable state securities laws which generally provide that, except in the case of a transfer by gift, inheritance, intra-family transfer, or family dissolution, each transferee of Limited Partner Interests must acquire not fewer than 250 Limited Partner Interests (100 in the case of an IRA or Keogh Plan), and that following a transfer of less than all his L▇▇▇ted ▇▇▇▇▇er Interests, each transferor must retain a sufficient number of Limited Partner Interests to satisfy the minimum investment standards applicable to his initial purchase of Limited Partner Interests;
(d) to any Person if such Person would hold after such Assignment fewer than 250 Limited Partner Interests (100 in the case of an IRA or Keogh Plan) unless the General Partners shall give specific writt▇▇ cons▇▇▇ ▇o such Assignment;
(e) to any Person if, in the opinion of Counsel to the Partnership, such transfer would result in the assets of the Partnership being "plan assets" or the transactions hereunder being prohibited transactions under ERISA or the Code; or
(f) to any Person if, in the opinion of Counsel to the Partnership, such transfer would result in the termination under the Code of the Partnership's taxable year or of its status as a partnership. The General Partners may waive clauses (c) and (d) above if, in their discretion, application of such restrictions would impose a hardship on the holder or would not be in compliance with the listing or quotation requirements of any national securities exchange upon which Units may be listed or NASDAQ if Units may be quoted thereon. Any such attempted Assignment without the express written consent of the General Partners shall be void and ineffectual and shall not bind the Partnership. In the case of a proposed Assignment which is prohibited solely under clause (f) above, however, the Partnership shall be obligated to permit such Assignment to become effective if and when, in the opinion of Counsel to the Partnership, such Assignment would no longer have ei...
Prohibited Assignment. If any Borrower Party attempts to assign or delegate or encumber its rights under this Agreement or under any other Loan Document or any interest herein or therein except in accordance with the terms and conditions of this Agreement; or
Prohibited Assignment. Licensee enters into an Assignment in violation of Article 16 (Assignment) if the failure continues for 30 days after written notice from City to Licensee of such failure.
Prohibited Assignment. Neither party shall assign or otherwise transfer its rights or obligations under the Agreement, in whole or in part, without the other party’s prior written approval and any attempt to do so will be null and void. For purposes of this section, an assignment will be deemed to include, without limitation, any transaction in which another party or parties acquire the direct or indirect power to direct the management and policies of IAC or Google (“Controlling Interest”), whether by way of merger, consolidation, change of control, sale of all or substantially all of IAC’s or Google’s securities or assets, contract, management agreement or otherwise. [***]