Assignments Contract Clauses (25,609)

Assignments. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, Insider and each of the Founders and each of their Insider's respective successors, heirs,... personal representatives and assigns and permitted transferees. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto and the Underwriters any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in the Letter Agreement shall be for the sole and exclusive benefit of the Underwriters, the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees. View More

Assignments. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Founders Director and each of their respective his successors, heirs, personal... representatives and assigns and permitted transferees. assigns. View More

Assignments. 15.1 This Agreement, including its rights and obligations, may not be assigned by a Party without the prior written consent of the Licensor. Licensor, which consent will not be unreasonably withheld or delayed. in the sole discretion of Licensor. Notwithstanding the foregoing prohibition, Licensee may, without the consent of Licensor, merge into, consolidate with, or transfer substantially all of its assets, business or stock to any entity, so long as the successor-surviving entity in any such... merger, consolidation, reorganization or transfer, assumes in writing the Licensee's obligations of this Agreement and of the related Research Agreement. Such merger, consolidation, reorganization or transfer shall not constitute a breach of this Article or default under this Agreement. View More

Assignments. 15.1 This Agreement, including its rights and obligations, may not be assigned by a Party without the prior written consent of the Licensor. which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing prohibition, Licensee may, without the consent of Licensor, merge into, consolidate with, or transfer substantially all of its assets, business or stock to any entity, so long as the successor-surviving entity in any such merger, consolidation, reorganization or... transfer, assumes in writing the Licensee's obligations of this Agreement and of the related Research Agreement. Such merger, consolidation, reorganization or transfer shall not constitute a breach of this Article or default under this Agreement. [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. View More

Assignments. This Agreement and Executive's rights under this Agreement is personal to Executive and shall not be assignable by Executive. The Company may assign this Agreement to any affiliated or successor company. As used in this Agreement, "Company" means Shock, Inc. and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by contract, operation of law or otherwise; and as long as such successor assumes and agrees to perform this Agreement, the... termination of Executive's employment by one such entity and the immediate hiring and continuation of Executive's employment by the succeeding entity shall not be deemed to constitute a termination or trigger any severance obligation under this Agreement. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. -11- 13. Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a well established commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing: If to the Company: Shock, Inc. 2415 Annapolis Lane, Suite 100 Plymouth, MN 55441 Attn: Chair, Board of Directors If to Executive: John P. Yeros If to Executive: Kirk S. Honour 5320 Lee Circle Shorewood, MN 55331 7874 Vallagio Lane Englewood, CO 80112 14. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision. View More

Assignments. The rights and obligations of the parties Parties to this Agreement shall not be assignable or delegable, delegable except that (i) (a) in the event of the Executive's death, the personal representative or legatees or distributees of the Executive's estate, or the trustees of any trusts established under the Executive's will or by the Executive during his lifetime, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) (b) the respective rights and obligations of the Company and the Parent hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, reorganization, sale of all or substantially all of the assets or equity interests of the Company or the Parent, or similar transaction involving the Company or the Parent or a successor corporation. The to either of them. In connection with any assignment pursuant to clause (b) of the preceding sentence, the Parent and the Company shall require any such successor to the Parent or the Company or to their respective business and assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Parent and the Company would be required to perform it if no such succession had taken place. place; provided, for the avoidance of doubt, that no such express assumption and agreement shall be required where any such successor becomes subject to this Agreement by operation of law as part of any transaction described in the foregoing clause (b). As used in this Agreement, "Company" shall include any successor to the Company's business and/or assets and "Parent" shall include any successor to the Parent's business and/or assets. View More

Assignments. The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event of the Executive's death, the personal representative or legatees or distributees of the Executive's estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations of the Company hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale... of all or substantially all of the assets or equity interests of the Company or similar transaction involving the Company or a successor corporation. The Unless provided by applicable law, the Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. 8 16. Binding Effect. Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns. View More

Assignments. This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. The Company may fully assign its rights and obligations under transfer this agreement Agreement in whole or part to any successor to all or substantially all of the business and/or assets of the... Company. part. View More

Assignments. This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. The Company may freely assign or transfer its rights and obligations under this agreement in whole or part to any successor to all or substantially all of the business and/or assets of the Company. part.

Assignments. Neither this Agreement nor any of the rights, interests or other obligations accruing under this Agreement may be assigned or transferred, delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party to this Agreement, party, and any such assignment without such prior written consent shall be null and void.

Assignments. Neither this Agreement nor the rights, interests or other obligations accruing under this Agreement may be assigned or transferred, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party to this Agreement, and any such assignment without such prior written consent shall be null and void. void; provided that Investor may assign all of its rights and obligations under this Agreement to its designee, transferee or affiliate.

Assignments. This Commitment Letter may not be assigned by you Icon or the Borrower without the prior written consent of the Commitment Parties (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto and, except as set forth in Annex A hereto, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Each Any Commitment Party may,... in accordance with and subject to the terms of Section 3 hereof, assign its commitments and agreements hereunder, in whole or in part, to any of its affiliates, to additional arrangers or other Lenders; provided that in any case, such assignment shall not relieve any such Commitment Party of its obligations set forth herein to fund on the Closing Date that portion of the commitments so assigned except to the extent such assignment is evidenced by a Joinder Agreement or the Bridge Facility Documentation, as applicable, as set forth in Section 3 above. Notwithstanding the foregoing, MSSF may assign its commitments and agreements hereunder, in whole or in part (i) part, to Morgan Stanley Bank, N.A. and vice versa, and any such assignment will relieve such assignor of its affiliates (provided that, except in obligations hereunder dollar-for-dollar by the case amount of a Commitment Party assigning its commitment to its affiliate which is also a Commitment Party, such assigning Commitment Party shall not be released from its portion of its commitment so assigned to commitments (and the extent that such affiliate fails to fund the portion of the commitment so assigned to it on the Closing Date) and (ii) in the case of each of Goldman Sachs and GS Lending Partners, to any additional "Commitment Parties" who become party to this Commitment Letter pursuant to a joinder agreement or other documentation reasonably satisfactory to Goldman Sachs, GS Lending Partners and the Borrower as provided for in Section 3 above, and upon any such assignment, each of Goldman Sachs and GS Lending Partners applicable assignee's commitments will be released from that portion increased dollar-for-dollar by the amount of its commitments and agreements that has been so assigned. In the event that any reduction of the commitments of the Commitment Parties is required under the terms hereof, Commitment Parties which are affiliated with each other may allocate such reduction of commitments between themselves as such affiliated Commitment Parties may agree, provided that such allocation shall not change the combined commitment reduction required under the terms hereof with respect to such affiliated Commitment Parties. assigned commitments). Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto. View More

Assignments. This Commitment Letter may not be assigned by you any party hereto (except by the Commitment Parties as set forth below) without the prior written consent of the Commitment Parties each other party hereto (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto and, except as set forth in Annex A hereto, is not intended to confer any benefits upon, or create any rights in favor of,... any person other than the parties hereto. Each Any Commitment Party may assign its commitments and agreements hereunder, in whole or in part (i) part, to any of its affiliates (provided that, except in or to additional Lenders; provided that any such assignment made to any person (other than an Additional Commitment Party) prior to the case of a funding under the Facility will not relieve such Commitment Party assigning of its commitment obligations set forth herein to its affiliate which is also a Commitment Party, such assigning Commitment Party shall not be released from its fund that portion of its commitment the commitments so assigned to the extent that such affiliate assignee fails to fund the portion of the commitment so assigned to it on the Closing Date) and (ii) in Date notwithstanding the case of each of Goldman Sachs and GS Lending Partners, to any additional "Commitment Parties" who become party to this Commitment Letter pursuant to a joinder agreement or other documentation reasonably satisfactory to Goldman Sachs, GS Lending Partners and the Borrower as provided for in Section 3 above, and upon any such assignment, each of Goldman Sachs and GS Lending Partners will be released from that portion of its commitments and agreements that has been so assigned. In the event that any reduction satisfaction of the commitments conditions of the Commitment Parties is required under the terms hereof, Commitment Parties which are affiliated with each other may allocate such reduction of commitments between themselves as such affiliated Commitment Parties may agree, provided that such allocation shall not change the combined commitment reduction required under the terms hereof with respect to such affiliated Commitment Parties. Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto. funding set forth herein. View More

Assignments. This Agreement is personal to Licensee. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law law, or otherwise, without Licensor's prior written consent. consent, which Licensor may grant or withheld in its sole and absolute discretion. For purposes of the preceding sentence, and without limiting its generality, any... merger, consolidation consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations obligations, or performance under this Agreement for which Licensor's prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation delegation, or transfer in violation of this Section is void from the outset and Agreement shall be of no force or effect. null and void ab initio. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. View More

Assignments. This Agreement is personal to Licensee. Licensee Licensees shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensee (regardless of whether... Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Licensor's prior written consent is required. No delegation or other transfer will relieve Licensee Licensees of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 7 is void from the outset and shall be of no force or effect. void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's Licensees' consent. This Agreement is binding upon and inures to the benefit of the parties hereto Parties and their respective permitted successors and permitted assigns. View More

Assignments. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either party without the Participant. prior written consent of the other party.

Assignments. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant. Employee.

Assignments. Bitmain may freely assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part to its Affiliates or to any third party. The Purchaser may not assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part without Bitmain's prior written consent. 18.2. This Agreement shall be binding upon and enure to the benefit of each Party to this Agreement and its successors in title and permitted assigns. The remaining... provisions of this Agreement shall not be affected and shall remain in full force and effect. 19 / 27 17/26 20. Personal Data Depending on the nature of the Purchaser's interaction with Bitmain, some examples of personal data which Bitmain may collect from the Purchaser include the Purchaser's name and identification information, contact information such as the Purchaser's address, email address and telephone number, nationality, gender, date of birth, and financial information such as credit card numbers, debit card numbers and bank account information. Bitmain generally does not collect the Purchaser's personal data unless (a) it is provided to Bitmain voluntarily by the Purchaser directly or via a third party who has been duly authorized by the Purchaser to disclose the Purchaser's personal data to Bitmain (the Purchaser's "authorized representative") after (i) the Purchaser (or the Purchaser's authorized representative) has been notified of the purposes for which the data is collected, and (ii) the Purchaser (or the Purchaser's authorized representative) has provided written consent to the collection and usage of the Purchaser's personal data for those purposes, or (b) collection and use of personal data without consent is permitted or required by related laws. Bitmain shall seek the Purchaser's consent before collecting any additional personal data and before using the Purchaser's personal data for a purpose which has not been notified to the Purchaser (except where permitted or authorized by law). View More

Assignments. Bitmain may freely assign or transfer any of its rights, rights , benefits or obligations under this Agreement in whole or in part to its Affiliates or to any third party. The Purchaser may not assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part without Bitmain's prior written consent. 18.2. This Agreement shall sha ll be binding upon and enure to the benefit of each Party to this Agreement and its successors in title and permitted assigns. The... remaining provisions of this Agreement shall not be affected and shall remain in full force and effect. 19 / 27 DocuSign Envelope ID: 8FC503F0-271C-48CD-93D4-F13D502039EF Bitmain generally does not collect the Purchaser's personal data unless (a) it is provided to Bitmain voluntarily by the Purchaser directly or via a third party who has been duly authorized by the Purchaser to disclose the Purchaser's personal data to Bitmain (the Purchaser's Purchaser 's "authorized representative") after (i) the Purchaser (or the Purchaser's authorized representative) has been notified of the purposes for which the data is collected, and (ii) the Purchaser (or the Purchaser's authorized representative) has provided written consent to the collection and usage of the Purchaser's personal data for those purposes, purposes , or (b) collection and use of personal data without consent is permitted or required by related laws. Bitmain shall seek the Purchaser's consent before collecting any additional personal data and before using the Purchaser's Purchaser 's personal data for a purpose which has not been notified to the Purchaser (except where permitted or authorized by law). View More