Assignment; Change of Control. Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck may, without Chimerix's consent, assign this Agreement and its rights and obligations hereunder in ...
Don't Confuse Change of Control and Assignment Terms
Change of control and assignment terms actually address opposite ownership changes. If an assignment clause addresses change of control, it says what happens if a party goes through an M&A deal and no longer exists (or becomes a shell company). A change of control clause, on the other hand, matters when the party subject to M&A does still exist ...
Assignment Clause: Meaning & Samples (2022)
Assignment clauses are legally binding provisions in contracts that give a party the chance to engage in a transfer of ownership or assign their contractual obligations and rights to a different contracting party. ... A business closing or a change of control occurs; Example 2. New services providers taking over existing customer contracts;
Assignment Sample Clauses: 415k Samples
Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless ...
Examples of assignment clauses in contracts
Assignment clause samples Assignment. Assignor assigns to Assignee all of Assignor's right, title, and interest in and to the Purchase Agreement, as amended. ... pursuant to a Change in Control of LS&Co., a reorganization of LS&Co., or a transfer or sale of any business unit, line of business, product line, or substantial portion of its ...
Differences between the change of control clauses and assignment
Both assignment clauses and change of control clauses are Boilerplate Clauses, i.e., clauses which are deemed to be standard, miscellaneous and of general nature. Like most Boilerplate Clauses, these are tucked away at the back end of the agreements and can seem to be generic and dry. But for most technology companies, a wrong assignment or ...
Assignment of Control Sample Clauses
Related to Assignment of Control. Assignment of Contract Contractor shall not assign or otherwise transfer its rights under this Agreement, without the prior written consent of Client. Any attempt to make such an assignment without Client's consent shall be void. Client's consent shall not be reasonably withheld.
Assignment, Novation and Change of Control Clause
What is a "Change of Control"? A 'change of control' is another clause that affects who is a party to a contract and who has responsibilities for its rights and obligations. It is common to find this kind of clause in your contracts as a boilerplate or a general mention. A change of control refers to the make-up of a contracting party.
Assignments Contract Clause Examples
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; other party; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of Executive to a successor to substantially all of the Executive ...
Change in Control Contract Clause Examples
Change in Control.The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances ...
COMMENTS
Assignment; Change of Control. Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck may, without Chimerix's consent, assign this Agreement and its rights and obligations hereunder in ...
Change of control and assignment terms actually address opposite ownership changes. If an assignment clause addresses change of control, it says what happens if a party goes through an M&A deal and no longer exists (or becomes a shell company). A change of control clause, on the other hand, matters when the party subject to M&A does still exist ...
Assignment clauses are legally binding provisions in contracts that give a party the chance to engage in a transfer of ownership or assign their contractual obligations and rights to a different contracting party. ... A business closing or a change of control occurs; Example 2. New services providers taking over existing customer contracts;
Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless ...
Assignment clause samples Assignment. Assignor assigns to Assignee all of Assignor's right, title, and interest in and to the Purchase Agreement, as amended. ... pursuant to a Change in Control of LS&Co., a reorganization of LS&Co., or a transfer or sale of any business unit, line of business, product line, or substantial portion of its ...
Both assignment clauses and change of control clauses are Boilerplate Clauses, i.e., clauses which are deemed to be standard, miscellaneous and of general nature. Like most Boilerplate Clauses, these are tucked away at the back end of the agreements and can seem to be generic and dry. But for most technology companies, a wrong assignment or ...
Related to Assignment of Control. Assignment of Contract Contractor shall not assign or otherwise transfer its rights under this Agreement, without the prior written consent of Client. Any attempt to make such an assignment without Client's consent shall be void. Client's consent shall not be reasonably withheld.
What is a "Change of Control"? A 'change of control' is another clause that affects who is a party to a contract and who has responsibilities for its rights and obligations. It is common to find this kind of clause in your contracts as a boilerplate or a general mention. A change of control refers to the make-up of a contracting 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; other party; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of Executive to a successor to substantially all of the Executive ...
Change in Control.The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances ...