Common use of SUB-CONTRACTING AND ASSIGNMENT Clause in Contracts

SUB-CONTRACTING AND ASSIGNMENT. 13.1 The Provider shall not be entitled to assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract without the prior written consent of the Commissioner. The Provider shall not sub-contract the whole or any part of its obligations under this Contract nor shall it replace a Sub-Contractor approved under this Contract or permit a Sub-Contractor approved under this Contract to assign, novate or otherwise dispose of any or all of its rights and obligations under the Sub-Contract, except with the express prior written consent of the Commissioner. 13.2 In the event that the Provider enters into any Sub-Contract in connection with this Contract it shall: (a) remain responsible to the Commissioner for the performance of its obligations under the Contract notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors and shall indemnify and keep indemnified the Commissioner against any loss or claim arising resulting from the failure of the Sub Contractor or an employee of the Sub Contractor in the performance of the duties of the Sub Contractor to provide the Services on behalf of the Provider under this Contract; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this Contract and shall procure that the Sub-Contractor complies with such terms and, if necessary, imposes obligations on any further sub-contractors in its sub-contract pursuant to this Contract; and (c) provide a copy, at no charge to the Commissioner, of any such Sub-Contract on receipt of a request for such by the Commissioner's 'Authorised Representative. 13.3 The Commissioner shall be entitled to novate the Contract to any other body which substantially performs any of the functions that previously had been performed by the Commissioner. 13.4 The Commissioner may, by notice in writing to the Contractor, require the Contractor immediately (or as specified in the notice) to cease to engage a specified Sub-Contractor for the performance of any of its obligations under this Contract where any of the circumstances specified in Regulation 57(1) or (8) of the Public Contracts Regulations 2015 applies to the Sub-Contractor.

SUB-CONTRACTING AND ASSIGNMENT. 13.1 14.1 The Provider Supplier shall not be entitled to assign, novate or otherwise dispose of any or all of its rights and obligations under this Contract without the prior written consent of the CommissionerAuthority. The Provider Supplier shall not sub-contract the whole or any part of its obligations under this Contract nor shall it replace a Sub-Contractor approved under this Contract or permit a Sub-Sub- Contractor approved under this Contract to assign, novate or otherwise dispose of any or all of its rights and obligations under the Sub-Contract, except with the express prior written consent of the CommissionerAuthority. 13.2 14.2 In the event that the Provider Supplier enters into any Sub-Contract in connection with this Contract it shall: (a) remain responsible to the Commissioner Authority for the performance of its obligations under the Contract notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors and shall indemnify and keep indemnified the Commissioner Authority against any loss or claim arising resulting from the failure of the Sub Contractor or an employee of the Sub Contractor in the performance of the duties of the Sub Contractor to provide the Services on behalf of the Provider Supplier under this Contract; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this Contract and shall procure that the Sub-Contractor complies with such terms and, if necessary, imposes obligations on any further sub-contractors in its sub-contract pursuant to this Contract; and (c) provide a copy, at no charge to the CommissionerAuthority, of any such Sub-Contract on receipt of a request for such by the CommissionerAuthority's 'Authorised Representative. 13.3 14.3 The Commissioner Authority shall be entitled to novate the Contract to any other body which substantially performs any of the functions that previously had been performed by the CommissionerAuthority. 13.4 14.4 The Commissioner Authority may, by notice in writing to the Contractor, require the Contractor immediately (or as specified in the notice) to cease to engage a specified Sub-Contractor for the performance of any of its obligations under this Contract where any of the circumstances specified in Regulation 57(1) or (8) of the Public Contracts Regulations 2015 applies to the Sub-Contractor.

SUB-CONTRACTING AND ASSIGNMENT. 13.1 The Provider 5.1 Seller Parties may sub-contract the performance of their obligations under this CapEx Letter Agreement to the Person who from time to time owns and/or operates the Cork Site, provided that: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (A) any expenditure incurred by such Person in the implementation of the Planned Capital Improvements shall not be entitled deemed to assignbe Actual CapEx or Excluded Costs (as the case may be) as if incurred by Seller Parties; and (B) Seller Parties shall remain liable to Buyer for the performance of all their obligations and for any act or omission under this CapEx Letter Agreement of such sub-contractor in the performance of such obligations. 5.2 Subject to paragraph 5.1, novate neither Seller Parties nor Buyer may sublicense or otherwise dispose of assign this CapEx Letter Agreement or any or all of its rights and or obligations under this Contract CapEx Letter Agreement (including the benefit of any receivable arising under this CapEx Letter Agreement) to a Person other than an Affiliate without the prior written consent of the Commissioner. The Provider other party (acting in its sole discretion), and any such consent shall not sub-contract the whole or any part of its obligations under this Contract nor shall it replace a Sub-Contractor approved under this Contract or permit a Sub-Contractor approved under this Contract to assign, novate or otherwise dispose of any or all of its rights and obligations under the Sub-Contract, except with the express prior written consent of the Commissioner. 13.2 In the event that the Provider enters into any Sub-Contract in connection with this Contract it shall: (a) remain responsible to the Commissioner for the performance of its obligations under the Contract notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors and shall indemnify and keep indemnified not be deemed to) relieve the Commissioner against any loss or claim arising resulting from the failure of the Sub Contractor or an employee of the Sub Contractor in the performance of the duties of the Sub Contractor to provide the Services on behalf of the Provider under this Contract; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this Contract and shall procure that the Sub-Contractor complies with such terms and, if necessary, imposes obligations on any further sub-contractors in its sub-contract pursuant to this Contract; and (c) provide a copy, at no charge to the Commissioner, of any such Sub-Contract on receipt of a request for such by the Commissioner's 'Authorised Representative. 13.3 The Commissioner shall be entitled to novate the Contract to any other body which substantially performs any of the functions that previously had been performed by the Commissioner. 13.4 The Commissioner may, by notice in writing to the Contractor, require the Contractor immediately (or as specified in the notice) to cease to engage a specified Sub-Contractor for the performance assigning party of any of its obligations under this Contract where any of the circumstances specified in Regulation 57(1) or (8) of the Public Contracts Regulations 2015 applies liabilities to the Sub-Contractorother party under or pursuant to this CapEx Letter Agreement. Subject to the preceding provisions of this paragraph 5.2, any purported assignment without a consent shall be void.

SUB-CONTRACTING AND ASSIGNMENT. 13.1 12.1 The Provider Contracting Shipper shall not be entitled to assignsub-contract its obligations under this Agreement, novate provided that any such sub-contracting shall not relieve the Contracting Shipper of its obligations or otherwise dispose liabilities under this Agreement. 12.2 In the event that the Contracting Shipper enters into a Service Transfer of Storage Capacity or Delivery Capacity with a third party, or agrees to assign Storage Capacity or Delivery Capacity to a third party, the Contracting Shipper shall procure in the terms of such Service Transfer or assignment that the Contracting Shipper remains able to perform its obligations under this Agreement. 12.3 Without prejudice to Clause 12.2, in the event that the Contracting Shipper wishes to enter into a Service Transfer of Storage Capacity with a third party, or agrees to assign Storage Capacity to a third party, such that the Storage Capacity held by the Contracting Shipper after such Service Transfer or assignment would be less than the highest quantity specified in Schedule 2, then the Contracting Shipper shall not enter into such Service Transfer or assignment without first obtaining NGG’s prior written approval to such Service Transfer or assignment (such approval not to be unreasonably withheld or delayed). Such approval may be given subject to certain conditions being satisfied, and such conditions may include a condition that the Contracting Shipper procures that the proposed transferee or assignees agrees to enter into a legally binding contract on terms substantially similar to those contained in this Agreement. 12.4 For the purposes of Clause 12.3, it shall be deemed to be reasonable for NGG to withhold its consent to an assignment if: (a) NGG is not satisfied as to the creditworthiness of the assignee; provided that NGG will be so satisfied if the long-term unsecured debt rating of the proposed assignee or its Security Provider is not worse than the Required Credit Rating for the Assignor Shipper or its Security Provider and (where applicable) a Security Provider for the assignee provides a Security Document in form and substance satisfactory to NGG; or (b) NGG is not satisfied as to the consequences of the assignment in relation to continued reliable provision of the Service. 12.5 An assignment under this Clause 12 shall not operate to release the Assignor from any obligations or liabilities accrued under this Agreement before the effective date of the assignment. 12.6 Except as provided in Clause 12.7, neither Party may assign any or all of its rights and and/or obligations under this Contract Agreement without the prior written consent of the Commissioner. The Provider shall not sub-contract the whole or any part of its obligations under this Contract nor shall it replace a Sub-Contractor approved under this Contract or permit a Sub-Contractor approved under this Contract to assign, novate or otherwise dispose of any or all of its rights and obligations under the Sub-Contract, except with the express prior written consent of the Commissionerother Party. 13.2 In the event that the Provider enters into any Sub-Contract in connection with this Contract it shall: (a) remain responsible to the Commissioner for the performance of its obligations under the Contract notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors and shall indemnify and keep indemnified the Commissioner against any loss or claim arising resulting from the failure of the Sub Contractor or an employee of the Sub Contractor in the performance of the duties of the Sub Contractor to provide the Services on behalf of the Provider under this Contract; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this Contract and shall procure that the Sub-Contractor complies with such terms and, if necessary, imposes obligations on any further sub-contractors in its sub-contract pursuant to this Contract; and (c) provide a copy, at no charge to the Commissioner, of any such Sub-Contract on receipt of a request for such by the Commissioner's 'Authorised Representative. 13.3 The Commissioner shall be entitled to novate the Contract to any other body which substantially performs any of the functions that previously had been performed by the Commissioner. 13.4 The Commissioner may, by notice in writing to the Contractor, require the Contractor immediately (or as specified in the notice) to cease to engage a specified Sub-Contractor for the performance of any of its obligations under this Contract where any of the circumstances specified in Regulation 57(1) or (8) of the Public Contracts Regulations 2015 applies to the Sub-Contractor.

SUB-CONTRACTING AND ASSIGNMENT. 13.1 The Provider 5.1 Seller Parties may sub-contract the performance of their obligations under this CapEx Letter Agreement to the Person who from time to time owns and/or operates the Cork Site, provided that: [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (A) any expenditure incurred by such Person in the implementation of the Planned Capital Improvements shall not be entitled deemed to assignbe Actual CapEx or Excluded Costs (as the case may be) as if incurred by Seller Parties; and (B) Seller Parties shall remain liable to Buyer for the performance of all their obligations and for any act or omission under this CapEx Letter Agreement of such sub-contractor in the performance of such obligations. 5.2 Subject to paragraph 5.1, novate neither Seller Parties nor Buyer may sublicense or otherwise dispose of assign this CapEx Letter Agreement or any or all of its rights and or obligations under this Contract CapEx Letter Agreement (including the benefit of any receivable arising under this CapEx Letter Agreement) to a Person other than an Affiliate without the prior written consent of the Commissioner. The Provider other party (acting in its sole discretion), and any such consent shall not sub-contract the whole or any part of its obligations under this Contract nor shall it replace a Sub-Contractor approved under this Contract or permit a Sub-Contractor approved under this Contract to assign, novate or otherwise dispose of any or all of its rights and obligations under the Sub-Contract, except with the express prior written consent of the Commissioner. 13.2 In the event that the Provider enters into any Sub-Contract in connection with this Contract it shall: (a) remain responsible to the Commissioner for the performance of its obligations under the Contract notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors and shall indemnify and keep indemnified not be deemed to) relieve the Commissioner against any loss or claim arising resulting from the failure of the Sub Contractor or an employee of the Sub Contractor in the performance of the duties of the Sub Contractor to provide the Services on behalf of the Provider under this Contract; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this Contract and shall procure that the Sub-Contractor complies with such terms and, if necessary, imposes obligations on any further sub-contractors in its sub-contract pursuant to this Contract; and (c) provide a copy, at no charge to the Commissioner, of any such Sub-Contract on receipt of a request for such by the Commissioner's 'Authorised Representative. 13.3 The Commissioner shall be entitled to novate the Contract to any other body which substantially performs any of the functions that previously had been performed by the Commissioner. 13.4 The Commissioner may, by notice in writing to the Contractor, require the Contractor immediately (or as specified in the notice) to cease to engage a specified Sub-Contractor for the performance assigning party of any of its obligations under this Contract where any of the circumstances specified in Regulation 57(1) or (8) of the Public Contracts Regulations 2015 applies liabilities to the Sub-Contractorother party under or pursuant to this CapEx Letter Agreement. Subject to the preceding provisions of this paragraph 5.2, any purported assignment without a consent shall be void.