Assignments Contract Clauses (25,530)

Assignments. This Agreement and LimitlessX's rights and obligations hereunder shall not be transferred, assigned, encumbered, pledged or hypothecated in full or in part, either voluntarily or by operation of law or otherwise, without Amarose's Divatrim's prior written consent unless otherwise provided for in this Agreement. Any attempted transfer, assignment, encumbrance, pledge or hypothecation by LimitlessX without Amarose Divatrim 's prior written consent shall be null and void and shall have the effect... of immediately terminating this Agreement. View More

Assignments. Assignor hereby transfers, assigns and conveys to Land Assignee all of Assignor's right, title and interest in, to and under the Purchase Agreement related to the Property, except to the extent related to the Homes, and delegates to Land Assignee all of its duties and obligations and liabilities in, to and under the Purchase Agreement except to the extent related to the Homes. Assignor hereby transfers, assigns and conveys to Homes Assignee all of Assignor's right, title and interest in, to and... under the Purchase Agreement related to the manufactured homes owned by Seller and located at Sunnyland Idlewild Acres Mobile Home Park, 4 Coastal 3265 Idlewild Drive, Byron, Georgia 31008, Morganton, North Carolina 23655 (the "Homes") "Homes"), and delegates to Homes Assignee all of its duties and obligations and liabilities in, to and under the Purchase Agreement related to the Homes. View More

Assignments. (a) Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part. (b) No Stockholder Party may assign or delegate such Stockholder Party's rights, duties or obligations under this Agreement, in whole or in part, except in connection with a Transfer of Stockholder Shares by such Stockholder Party to a Permitted Transferee in accordance with the terms of the Lock-Up Registration Rights... Agreement among the Company and the Stockholder Parties and this Section 15. 18. (c) This Agreement and the provisions hereof shall, subject to Section 15(b), 18(b), inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of each Stockholder Party, as applicable, including with respect to any of such Stockholder Party's Stockholder Shares that are transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Lock-Up Agreement among the Company and the Stockholder Parties. Registration Rights Agreement. 18 (d) No assignment in accordance with this Section 15 18 by any party hereto (including pursuant to a Transfer of any Stockholder Party's Stockholder Shares) of such party's rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 23 26 and (ii) the executed written agreement of the assignee, in a form reasonably satisfactory to the Company, Avellan, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Stockholder Party shall not permit the Transfer of any such Stockholder Party's Stockholder Shares to a Permitted Transferee unless and until the Person to whom such securities are to be transferred has executed a written agreement as provided in clause (ii) of the preceding sentence. (e) Any transfer or assignment made other than as provided in this Section 15 18 shall be null and void. 13 (f) Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by each Stockholder Party, the aggregate number of shares so held by such Stockholder Party shall include any shares of capital stock of the Company transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 15; 18; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 15(d) 18(d) above, including agreeing to vote or cause to be voted the Voting Shares Beneficially Owned by such Permitted Transferee as required of the applicable transferring Stockholder Party. AST Equityholder. View More

Assignments. (a) Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part. 29 (b) No Stockholder Party may assign or delegate such Stockholder Party's rights, duties or obligations under this Agreement, in whole or in part, except in connection with a Transfer of Stockholder Shares by such Stockholder Party to a Permitted Transferee in accordance with the terms of the Lock-Up this Agreement among... the Company and the Stockholder Parties and this Section 15. 16. (c) This Agreement and the provisions hereof shall, subject to Section 15(b), 16(b), inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of each Stockholder Party, as applicable, including with respect to any of such Stockholder Party's Stockholder Shares that are transferred Transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Lock-Up Agreement among the Company and the Stockholder Parties. Agreement. (d) No assignment in accordance with this Section 15 16 by any party hereto (including pursuant to a Transfer of any Stockholder Party's Stockholder Shares) of such party's rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 23 21 and (ii) the executed written agreement of the assignee, agreement, in a form reasonably satisfactory to the Company, of the assignee to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Stockholder Party shall not permit the Transfer of No Person to whom any such Stockholder Party's Stockholder Shares to are Transferred shall be considered a Permitted Transferee for purposes of this Agreement unless and until the Person to whom such securities are to be transferred Transferred has executed a written agreement as provided in clause (ii) of the preceding sentence. (e) Any transfer or assignment made other than as provided in this Section 15 16 shall be null and void. 13 (f) Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by each Stockholder Party, the aggregate number of shares so held by such Stockholder Party shall include any shares of capital stock of the Company transferred Transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 15; 16; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 15(d) above, including agreeing to vote or cause to be voted the Voting Shares Beneficially Owned by such Permitted Transferee as required of the applicable transferring Stockholder Party. 16(d). View More

Assignments. (a) Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part. (b) No Stockholder Party may assign or delegate such Stockholder Party's rights, duties or obligations under this Agreement, in whole or in part, except in connection with a Transfer of Stockholder Shares by such Stockholder Party to a Permitted Transferee in accordance with the terms of the Lock-Up this Agreement among... the Company and the Stockholder Parties and this Section 15. 16. (c) This Agreement and the provisions hereof shall, subject to Section 15(b), 16(b), inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of each Stockholder Party, as applicable, including with respect to any of such Stockholder Party's Stockholder Shares that are transferred Transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Lock-Up Agreement among the Company and the Stockholder Parties. Agreement. (d) No assignment in accordance with this Section 15 16 by any party hereto (including pursuant to a Transfer of any Stockholder Party's Stockholder Shares) of such party's rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 23 21 and (ii) the executed written agreement of the assignee, agreement, in a form reasonably satisfactory to the Company, of the assignee to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Stockholder Party shall not permit the Transfer of No Person to whom any such Stockholder Party's Stockholder Shares to are Transferred shall be considered a Permitted Transferee for purposes of this Agreement unless and until the Person to whom such securities are to be transferred Transferred has executed a written agreement as provided in clause (ii) of the preceding sentence. (e) Notwithstanding anything to the contrary contained in this Section 16 or elsewhere in this Agreement, any Registration Rights Party may assign its rights under Section 2 in respect of any Registrable Securities to whom it Transfers such Registrable Securities, provided that such Transfer is not in violation of this Agreement and such Registrable Securities continue to constitute Registrable Securities following such Transfer. (f) Any transfer or assignment made other than as provided in this Section 15 16 shall be null and void. 13 (f) (g) Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by each Stockholder Party, the aggregate number of shares so held by such Stockholder Party shall include any shares of capital stock of the Company transferred Transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 15; 16; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 15(d) above, 16(d). 27 17. Other Rights. Except as provided by this Agreement, each Stockholder Party shall retain the full rights of a holder of shares of capital stock of the Company with respect to the Stockholder Shares, including agreeing without limitation the right to vote or cause the Stockholder Shares subject to this Agreement. The obligations of each Stockholder Party hereunder are several and not joint with the obligations of any other Stockholder Party, and no Stockholder Party shall be voted responsible in any way for the Voting Shares Beneficially Owned by such Permitted Transferee as required performance of the applicable transferring obligations of any other Stockholder Party. Party hereunder. Nothing contained herein, and no action taken by any Stockholder Party pursuant hereto, shall be deemed to constitute the Stockholder Parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Stockholder Parties are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein. 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. 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 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. 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. (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. 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. 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