Assignments Contract Clauses (25,609)

Assignments. (a) By the Company. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement may be assigned by the Company without the consent of the Executive. (b) By the Executive. This Agreement and the obligations created hereunder may not be assigned by the Executive, but all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's heirs,... devisees, legatees, executors, administrators and personal representatives. Any attempted assignment in violation of this Section 11(b) shall be null and void. 5 12. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when mailed by certified mail, return receipt requested, or delivered by a national overnight delivery service addressed to the intended recipient as follows: If to the Company: Annovis Bio, Inc. 1055 Westlakes Drive Berwyn, PA 19312 Attention: Chairman of the Board If to the Executive: Jeffrey B. McGroarty 360 Hilltop Road Paoli, Maria L. Maccecchini 1223 Foxglove Lane West Chester, PA 19301 ###-###-#### Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents. View More

Assignments. (a) By the Company. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement may be assigned by the Company without the consent of the Executive. (b) By the Executive. This Agreement and the obligations created hereunder may not be assigned by the Executive, but all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's heirs,... devisees, legatees, executors, administrators and personal representatives. Any attempted assignment in violation of this Section 11(b) shall be null and void. 5 6 12. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when mailed by certified mail, return receipt requested, or delivered by a national overnight delivery service addressed to the intended recipient as follows: If to the Company: Annovis Bio, Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive Berwyn, 101 Lindenwood Drive, Suite 225 Malvern PA 19312 19355 Attention: Chairman of the Board General Counsel If to the Executive: Jeffrey B. McGroarty 360 Hilltop Road Paoli, PA 19301 Anthony P. Mack [**] Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents. View More

Assignments. Neither Party shall assign, transfer, delegate delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Party, which shall not be unreasonably withheld. Any purported assignment or delegation in violation of this Section 16 25 shall be null and void. No assignment or delegation in violation of this Agreement shall relieve the assigning a Party of any of its obligations under this Agreement. hereunder. View More

Assignments. Neither Party shall assign, transfer, delegate or subcontract may assign any of its rights or delegate any of its obligations under this Agreement hereunder without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations under this Agreement. hereunder.

Assignments. Neither Party Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Company. Any purported assignment or delegation in violation of this Section 16 provision shall be null and void. No assignment or delegation shall relieve the assigning Party Client of any of its obligations under this Agreement.

Assignments. You Consultant shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at 4 any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on upon, and be enforceable against against, each of the Parties parties hereto and their respective successors and assigns. View More

Assignments. You Consultant shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on on, and be enforceable against each of the Parties hereto and their... respective successors and assigns. View More

Assignments. You shall not assign any rights, or delegate or subcontract any obligations, obligations under this Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on on, and be enforceable against each of the Parties hereto and their... respective successors and assigns. This excludes ongoing relationships the Company may already have in place. View More

Assignments. Neither this Agreement, nor any rights or duties of the Executive hereunder shall be assignable by the Executive, and any such purported assignment by him him/her shall be void. The Company may assign all or any of its rights hereunder.

Assignments. Neither party Borrower may not assign or transfer this Note or any interest herein without the prior written consent of Lender. Subject to compliance with any applicable securities laws and the other party hereto (and immediately following sentence, this Note and any purported transfer shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without such the consent shall be null and void). of Borrower. If at the time of any transfer of... this Note or any shares of Common Stock issued upon conversion of this Note, the transfer of such Securities shall not be either (a) (i) registered pursuant to an effective registration statement under the Securities 1933 Act and under applicable state securities or blue sky laws or (b) (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that Holder Lender or transferee, as the case may be, to comply with the transfer restrictions set forth on the restrictive legend on the face of such Security. Any assignee or transferee of Holder who acquires this Note in accordance with the terms hereof shall be deemed to be the "Holder" hereunder and shall be deemed to have agreed to be bound by the terms of this Note as "Holder". View More

Assignments. Neither party Borrower and Lender may not assign or transfer this Note or any interest herein without the prior written consent of the other party hereto (and any purported transfer without such consent shall be null and void). party. If at the time of any transfer of this Note or any shares of Common Stock issued upon conversion of this Note, the transfer of such Securities securities shall not be either (a) (i) registered pursuant to an effective registration statement under the Securities 1933 Act and under applicable state securities or blue sky laws or (b) (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that Holder Lender or transferee, as the case may be, to comply with the transfer restrictions set forth on the restrictive legend on the face of such Security. Any assignee or transferee of Holder who acquires this Note in accordance with the terms hereof shall be deemed to be the "Holder" hereunder and shall be deemed to have agreed to be bound by the terms of this Note as "Holder". security. View More

Assignments. Neither party Borrower and Lender may not assign or transfer this Note or any interest herein without the prior written consent of the other party hereto (and any purported transfer without such consent shall be null and void). party. If at the time of any transfer of this Note or any shares of Common Stock issued upon conversion of this Note, the transfer of such Securities securities shall not be either (a) (i) registered pursuant to an effective registration statement under the Securities 1933 Act and under applicable state securities or blue sky laws or (b) (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that Holder Lender or transferee, as the case may be, to comply with the transfer restrictions set forth on the restrictive legend on the face of such Security. Any assignee or transferee of Holder who acquires this Note in accordance with the terms hereof shall be deemed to be the "Holder" hereunder and shall be deemed to have agreed to be bound by the terms of this Note as "Holder". security. View More

Assignments. Neither party Borrower may not assign or transfer this Note or any interest herein without the prior written consent of Lender. Subject to compliance with any applicable securities laws and the other party hereto (and immediately following sentence, this Note and any purported transfer shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without such the consent shall be null and void). of Borrower. If at the time of any transfer of... this Note or any shares of Common Stock issued upon conversion of this Note, the transfer of such Securities shall not be either (a) (i) registered pursuant to an effective registration statement under the Securities 1933 Act and under applicable state securities or blue sky laws or (b) (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that Holder Lender or transferee, as the case may be, to comply with the transfer restrictions set forth on the restrictive legend on the face of such Security. Any assignee or transferee of Holder who acquires this Note in accordance with the terms hereof shall be deemed to be the "Holder" hereunder and shall be deemed to have agreed to be bound by the terms of this Note as "Holder". View More

Assignments. Neither party Borrower and Lender may not assign or transfer this Note or any interest herein without the prior written consent of the other party hereto (and any purported transfer without such consent shall be null and void). party. If at the time of any transfer of this Note or any shares of Common Stock issued upon conversion of this Note, the transfer of such Securities securities shall not be either (a) (i) registered pursuant to an effective registration statement under the Securities 1933 Act and under applicable state securities or blue sky laws or (b) (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that Holder Lender or transferee, as the case may be, to comply with the transfer restrictions set forth on the restrictive legend on the face of such Security. Any assignee or transferee of Holder who acquires this Note in accordance with the terms hereof shall be deemed to be the "Holder" hereunder and shall be deemed to have agreed to be bound by the terms of this Note as "Holder". security. View More

Assignments. Neither party Borrower and Lender may not assign or transfer this Note or any interest herein without the prior written consent of the other party hereto (and any purported transfer without such consent shall be null and void). party. If at the time of any transfer of this Note or any shares of Common Stock issued upon conversion of this Note, the transfer of such Securities securities shall not be either (a) (i) registered pursuant to an effective registration statement under the Securities 1933 Act and under applicable state securities or blue sky laws or (b) (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that Holder Lender or transferee, as the case may be, to comply with the transfer restrictions set forth on the restrictive legend on the face of such Security. Any assignee or transferee of Holder who acquires this Note in accordance with the terms hereof shall be deemed to be the "Holder" hereunder and shall be deemed to have agreed to be bound by the terms of this Note as "Holder". security. View More

Assignments. This Agreement may shall not be assigned by any either party hereto without the prior express written consent of the other parties. party.

Assignments. This Agreement may shall not be assigned by any either party without the express written consent of the other parties. party.

Assignments. This Agreement shall not be assigned by the Corporation or Indemnitee without the prior written consent of the other party thereto, except that the Corporation may freely assign its rights and obligations under this Agreement to any subsidiary for whom Indemnitee is serving as a director and/or officer thereof; provided, however, that no permitted assignment shall release the assignor from its obligations hereunder. Subject to the foregoing, this Agreement and all of the provisions hereof shall... be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, any successor to the Corporation by way of merger, consolidation and/or sale or disposition of all or substantially all of the capital stock of the Corporation. 7 20. Saving Clause. If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines, penalties and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law. View More

Assignments. This Agreement shall will not be assigned by the Corporation Company or Indemnitee without the prior written consent of the other party thereto, except that the Corporation Company may freely assign its rights and obligations under this Agreement to any subsidiary or affiliate for whom Indemnitee is serving as a director and/or officer thereof; provided, however, that no permitted assignment shall will release the assignor from its obligations hereunder. Subject to the foregoing, this Agreement... and all of the provisions hereof shall will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, any successor to the Corporation Company by way of merger, consolidation consolidation, and/or sale or disposition of all or substantially all of the assets or the capital stock of the Corporation. Company. View More

Assignments. The rights and obligations of Obligor and Holder shall be binding upon and benefit the successors and permitted assigns and transferees of Obligor and Holder; provided, that Obligor shall not be permitted to assign this Note or its rights or obligations hereunder without the prior written consent of the Holder in each instance, in the Holder's sole and absolute discretion, and provided, further, that (1) in no event shall Holder sell, exchange, assign, pledge, hypothecate, transfer or otherwise... dispose (each, a "Transfer") of this Note or any interest of Holder therein without Obligor's prior written consent, in its sole and absolute discretion, and (2) any Transfer by Holder of this Note shall be subject to the terms of the Subordination Agreement. In the event of any permitted Transfer hereunder, (i) the Holder agrees to pay for all costs associated with documenting, implementing or otherwise accommodating such Transfer, including without limitation, any cost incurred in connection with the issuance of a replacement note as required under Subparagraph 16(c), ‎15(c), (ii) each prospective Holder shall be, and shall provide a representation that it is, entering into such Transfer for its own account and not with a view to, or for sale in connection with, any subsequent distribution), and (iii) each prospective Holder shall become a party to this Note (or any replacement note). Any Transfer by the Holder or assignment by the Obligor made other than in strict accordance with this Paragraph 13 ‎12 shall be null and void. Any permitted transferee of the Holder's rights and obligations under this Note in accordance with this Paragraph 13 ‎12 shall be deemed to be the "Holder" for purposes of this Note. 8 13. Notice. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) two (2) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) upon receipt after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Holder at the address set forth above, or to the Obligor in accordance with Section 9.4 of the Purchase Agreement, or to such address as may be subsequently provided by a Party by written notice to the other Party given in accordance with this Paragraph ‎13. View More

Assignments. Neither the Guarantor nor the Counterparty may assign its rights or interests or delegate its obligations hereunder to any other person without the prior written consent of the Guarantor or the Counterparty, as the case may be; provided, however, that the Counterparty may assign its rights, interests and obligations hereunder to an assignee or transferee to which it has transferred its interests and obligations under the ISDA Agreement Confirmation pursuant to Section 6(b) or Section 7 the... terms thereof. View More

Assignments. Neither the Guarantor nor the Counterparty may assign its rights or interests or delegate its obligations hereunder to any other person without the prior written consent of the Guarantor or the Counterparty, as the case may be; provided, however, that the Counterparty either EDFES or EDFT NA may assign its rights, interests and obligations hereunder to an assignee or transferee to which it has transferred its interests and obligations under the ISDA Agreement pursuant to Section 6(b) or Section... 7 thereof. View More