Assignments Contract Clauses (25,277)

Assignments. No Party party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder hereunder, by operation of Law or otherwise, without the prior written approval of the other Parties. parties hereto.

Assignments. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of the other Parties. Party.

Assignments. Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and shall assign its obligations under this Agreement without the consent of the Executive in the event that the Company shall hereafter effect a corporate reorganization, or consolidate with, with or merge into, into any Person other Person, or transfer... all or substantially all of its properties or assets to any other Person. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, and their respective successors, executors, administrators, heirs and permitted assigns. 15. Severability and Construction. -7- 16. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be remain valid and enforceable to the fullest extent permitted by law. This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that, to the extent applicable, amounts earned and payable pursuant to this Agreement shall constitute short-term deferrals exempt from the application of Section 409A and, if not exempt, that amounts earned and payable pursuant to this Agreement shall not be subject to the premature income recognition or adverse tax provisions of Section 409A. View More

Assignments. Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Executive in the event that the Company shall hereafter effect a corporate reorganization, consolidate with, or merge into, any other Person or transfer all or substantially all of its... properties or assets to any Person. This other Person, subject in such case to the provisions of Section 5(g) hereof. The Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns. 15. Severability and Construction. Without limiting the generality of the foregoing, this Agreement shall be binding upon any successor to the business of the Company as a result of a Change-of-Control transaction described in Section 5(g)(ii) hereof. 9 14. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that, to the extent applicable, amounts earned and payable pursuant to this Agreement shall constitute short-term deferrals exempt from the application of Section 409A and, if not exempt, that amounts earned and payable pursuant to this Agreement shall not be subject to the premature income recognition or adverse tax provisions of Section 409A. View More

Assignments. As this is an agreement for personal services involving a relation of confidence and a trust between Employer and Employee, all rights and duties of Employee arising under this Agreement, and the Agreement itself, are non-assignable by Employee. Employee acknowledges that Employer may elect to assign this Agreement to an affiliate, provided that such assignment, other than to a successor to Employer's business that expressly adopts and agrees to be bound by this Agreement, shall not relieve... Employer of its obligations under this Agreement and Employer shall guarantee payment and performance of all such obligations by the assignee. View More

Assignments. As this This Agreement is an agreement for personal services involving a relation of confidence to Employee and a trust between Employer and Employee, all rights and duties of Employee arising under this Agreement, and the this Agreement itself, are non-assignable by Employee. Employee acknowledges that Employer may elect to assign this Agreement to an affiliate, provided that such assignment, other than to a successor to Employer's business that expressly adopts and agrees to be bound by this... Agreement, shall not relieve Employer of its obligations under this Agreement Agreement, and Employer shall guarantee payment and performance of all such obligations by the assignee. View More

Assignments. 1.1. Assignment of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor's right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the ... class="diff-color-red">Former Business (the "Assets"), including, but not limited to, the Assets assets listed on Exhibit A hereto, and identified in part by reference to Assignor's predecessor's most recent balance sheet as of March 31, 2016, filed with the Securities and Exchange Commission as part of Assignor's quarterly report on Form 10-Q on May 20, 2016, as amended OTC Markets (the "Balance Sheet"). Notwithstanding anything to the contrary contained herein, the term Assets shall not include either the assets of or the business conducted by Rasna Therapeutics, Inc., a Delaware subsidiary, or any of its subsidiaries. 1.2 Further Assurances. Assignor shall from time to time after the date hereof at the request of Assignee and without further consideration execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Transfer and Assumption Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor to Assignee of the Assets. 1 Section 2. Assumption. Assumption and Cancellation of Shares. 2.1 Assumed Liabilities. As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, (i) all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Former Business whenever arising (the "Liabilities"), including, but not limited to, the Liabilities listed on Exhibit B, and identified in part by reference to the Balance Sheet. 2.2 Notwithstanding anything to the contrary, the term Liabilities shall not include the two convertible promissory notes held by Antevorta Capital Partners, Ltd. in the aggregate principal amount of $200,000, which will remain in Assignor. Assignee represents and warrants that these are all the liabilities that currently exist related to the Business. 2.2. Cancellation of Shares. Assignee further agrees to cancel 3,000,000,000 shares of common stock currently held by it in Assignor. 2.3 Further Assurances. Assignee shall from time to time after the date hereof at the request of Assignor and without further consideration execute and deliver to Assignor such additional instruments of assumption in addition to this Transfer and Assumption Agreement as Assignor shall reasonably request to evidence more fully the assumption by Assignee of the Liabilities. Section 3. Headings. The descriptive headings contained in this Transfer and Assumption Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Transfer and Assumption Agreement. Section 4. Governing Law. This Transfer and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York Georgia applicable to contracts made and to be performed entirely within that state, except that any conveyances of leaseholds and real property made herein shall be governed by the laws of the respective jurisdictions in which such property is located. [The remainder of this page is blank intentionally.] View More

Found in Deep Green Waste & Recycling, Inc. contract

Assignments. 1.1. Assignment of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, which includes 100% ownership in DogeSPAC, LLC, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor's right, title and interest in, to and under the assets, properties and business, asset, Dogecoin Cash, of every kind and description, wherever located, real, personal or... mixed, tangible or intangible, owned, held or used in the conduct of the Former Business (the "Assets"), "Asset"), including, but not limited to, the Assets listed asset witnessed on Exhibit A hereto, and identified in part by reference to Assignor's predecessor's balance sheet as of March 31, 2016, filed with the Securities and Exchange Commission as part of Assignor's quarterly report on Form 10-Q on May 20, 2016, as amended (the "Balance Sheet"). Notwithstanding anything to the contrary contained herein, the term Assets shall not include either the assets of or the business conducted by Rasna Therapeutics, Inc., a Delaware subsidiary, or any of its subsidiaries. Etherscan via wallet Oxdee89f902e62b2a5 90dd9bc6e928e9326756c03d at https://etherscan.io/token/Oxb9 1 b9ae0c65c7b3f066f5e92db0 S6af2decfa92?7a=0xdee89f902e62b2a590dd9bc6e928e 9326756c03d; 1.2 Further Assurances. Assignor shall from time to time after the date hereof at the request of Assignee and without further consideration execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Transfer and Assumption Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor to Assignee of the Assets. 1 Section ARTICLE 2. Assumption. ASSUMPTION AND SPIN OFF 2.1 Assumed Liabilities. As While the tokens described above are debt free, as of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, (i) all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Former Business whenever arising tokens (the "Liabilities"), including, but not limited to, the Liabilities listed on Exhibit B, and identified in part by reference any liabilities associated with Assignor spinning of units of DogeSPAC, LLC to the Balance Sheet. Assignor's shareholders. 2.2 Further Assurances. Assignee shall from time to time after the date hereof at the request of Assignor and without further consideration execute and deliver to Assignor such additional instruments of assumption in addition to this Transfer and Assumption Agreement as Assignor shall reasonably request to evidence more fully the assumption by Assignee of the Liabilities. Section 3. Liabilities, if any, including but not limited to, assistance in the spin-off of Units issued by Assignee to Assignor for further distribution to Assignor's shareholders. The above Units shall be spun off as restricted securities. Upon spin off, Assignor will have fulfilled its obligations under this agreement and neither party will own an interest in the other party. 2.3 Headings. The descriptive headings contained in this Transfer and Assumption Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Transfer and Assumption Agreement. Section 4. 2.4 Governing Law. This Transfer and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York Nevada applicable to contracts made and to be performed entirely within that state, except that any conveyances of leaseholds and real property made herein shall be governed by the laws of the respective jurisdictions in which such property is located. [The remainder of this page is blank intentionally.] 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, 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.